Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

(Amendment No. 5)

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) As a result of the Voting and Standstill Agreement, dated as of November 10, 2015, among Lions Gate Entertainment Corp. (the Issuer), Liberty Global Incorporated Limited (LGIL), Discovery Lightning Investments Ltd. (DLIL), John C. Malone (Mr. Malone), MHR Fund Management, LLC (MHR), Liberty Global plc (Liberty Global), Discovery Communications, Inc. (Discovery) and the affiliated funds of MHR party thereto (the MHR Funds), as amended by the Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among the Issuer, LGIL, DLIL, Mr. Malone, MHR, Liberty Global, Discovery and the MHR

 

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Funds (the Amended Voting and Standstill Agreement), Mr. Malone may be deemed to share beneficial ownership of Class A Voting Shares of the Issuer, no par value (Class A Voting Shares), beneficially owned by the other parties to the Amended Voting and Standstill Agreement.  Mr. Malone expressly disclaims the existence of, and membership in, a group with any or all of the other parties to the Amended Voting and Standstill Agreement. See Items 4, 5 and 6.

 

(2) Includes 517,437 Class A Voting Shares held in a revocable trust with respect to which Mr. Malone is the sole trustee and has the right to revoke such trust at any time.

 

(3) Includes 145,739 Class A Voting Shares held by Mr. Malones wife, Mrs. Leslie Malone, as to which shares Mr. Malone disclaims beneficial ownership.

 

(4) Includes 125,000 Class A Voting Shares held by the Malone Family Land Preservation Foundation as to which shares Mr. Malone has disclaimed beneficial ownership.

 

(5) Includes 114,592 Class A Voting Shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest.

 

(6) Includes 1,935,769 Class A Voting Shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest.

 

(7) This amount does not reflect (A) the 2,500,000 Class A Voting Shares owned by DLIL, reported as beneficially owned in Amendment No. 3 to Schedule 13D, filed with the Securities and Exchange Commission (the SEC) on August 30, 2019, (B) the 4,049,972 Class A Voting Shares owned by LGIL, reported as beneficially owned in Amendment No. 4 to Schedule 13D, filed with the SEC on September 6, 2019, or (C) an aggregate of 15,924,902 Class A Voting Shares beneficially owned by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR, MHR Holdings LLC, and Mark H. Rachesky, M.D., as reported in Amendment No. 24 to Schedule 13D, filed with the SEC on December 21, 2018.

 

(8) Includes 78,471 Class A Voting Shares held by two trusts (the Trusts) which are managed by an independent trustee and the beneficiaries of which are Mr. Malones adult children. Mr. Malone retains the right to substitute assets held by the Trusts and disclaims beneficial ownership of the shares held by the Trusts.

 

(9) Based upon 82,654,510 shares of Class A Voting Shares outstanding as of August 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 8, 2019.

 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A
(Amendment No. 5)

 

Statement of

 

JOHN C. MALONE

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

 

in respect of

 

LIONS GATE ENTERTAINMENT CORP.

 

This Statement relates to the Class A Voting Shares, no par value (the Class A Voting Shares), of Lions Gate Entertainment Corp., a corporation organized and existing under the laws of the Province of British Columbia (Lions Gate or the Issuer).  This Amendment No. 5 to Schedule 13D (this Amendment) amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) by John C. Malone (Mr. Malone or the Reporting Person) on November 20, 2015, as amended by Amendment No. 1 filed with the SEC on July 11, 2016, Amendment No. 2 to this Schedule 13D filed with the SEC on December 13, 2016, Amendment No. 3 to this Schedule 13D filed with the SEC on August 19, 2019 and Amendment No. 4 to this Schedule 13D filed with the SEC on September 9, 2019 (collectively, Schedule 13D).  Except as set forth herein, the Schedule 13D is unmodified.  Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.

 

The Reporting Person indicated in Amendment No. 4 to this Schedule 13D that such amendment was an exit filing for the Reporting Person.  However, as a result of the Amended Voting and Standstill Agreement, Mr. Malone may be deemed to share beneficial ownership of Class A Voting Shares beneficially owned by the other parties to such agreement and, if that is the case, the Reporting Persons obligation to update its Schedule 13D would continue.  Accordingly, the Reporting Person is filing this Amendment to reflect open market sales of Class A Voting Shares by the Reporting Person since the last amendment to this Schedule 13D that exceed 1% of the outstanding shares of Class A Voting Shares.

 

This Amendment is not an admission or acknowledgement that Mr. Malone constitutes a group within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the other parties to the Amended Voting and Standstill Agreement.  Mr. Malone disclaims beneficial ownership of the Class A Voting Shares owned by each of LGIL, DLIL, MHR and the MHR Funds.

 

Item 4. Purpose of Transaction

 

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the last two paragraphs of the Schedule 13D as originally filed with the SEC and adding the following in its place:

 

Since the last amendment to this Schedule 13D, the Reporting Person has engaged in the transactions in Class A Voting Shares set forth on Appendix A hereto.

 

The Reporting Person may continue to sell or transfer Class A Voting Shares beneficially owned by him from time to time, subject to any applicable limitations imposed on the sale of the Class A Voting Shares by the Amended Voting and Standstill Agreement and applicable law.

 

Except to the extent the foregoing may be deemed a plan or proposal, Mr. Malone does not have any present plans or proposals which relate to or would result in any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.

 

Notwithstanding the foregoing, but subject to the terms of the Amended Voting and Standstill Agreement, the Reporting Person may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional Class A Voting Shares in open market or privately negotiated transactions or pursuant to the exercise of stock options or (ii) to dispose of all or a portion of his holdings of Class A voting Shares.  In reaching any determination as to his future course of action, the Reporting Person will take into consideration various factors, such as the Issuers business and prospects, other developments concerning the Issuer, other business opportunities available to the Reporting Person, estate planning considerations and general economic and stock market conditions, including, but not limited to, the market price of the Class A Voting Shares.

 

Item 5. Interest in Securities of the Issuer

 

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) Mr. Malone beneficially owns 2,917,008 Class A Voting Shares (including (1) 517,437 Class A Voting shares held in a revocable trust for which Mr. Malone is the sole trustee and has the right to revoke such trust at any time, (2) 145,739 Class A Voting Shares held by his wife, Mrs. Leslie Malone, as to which shares Mr. Malone disclaims beneficial ownership, (3) 125,000 Class A Voting Shares held by the Malone Family Land Preservation

 

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Foundation (the Land Foundation), as to which shares Mr. Malone disclaims beneficial ownership, (4) 1,935,769 Class A Voting Shares held by the Malone Starz 2015 Charitable Remainder Trust (2015 CRT) and 114,592 shares held by the John C. Malone June 2003 Charitable Remainder Trust (2003 CRT), with respect to each of which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest, and (5) 78,471 Class A Voting Shares held by two trusts (the Trusts) which are managed by an independent trustee and the beneficiaries of which are Mr. Malones adult children and as to which Mr. Malone disclaims beneficial ownership). These Class A Voting Shares represent approximately 3.53% of the outstanding Class A Voting Shares. The foregoing percentage interest is based on 82,654,510 total Class A Voting Shares outstanding on August 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 8, 2019.

 

Subject to certain exceptions, Mr. Malone is required to vote the Class A Voting Shares beneficially owned by him in respect of certain matters in accordance with the Amended Voting and Standstill Agreement. See the description of the Amended Voting and Standstill Agreement in Item 6 of the Schedule 13D, which is incorporated herein by reference.

 

Mr. Malone, and, to his knowledge, his wife, the 2015 CRT, the 2003 CRT and the Land Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective Class A Voting Shares.  To Mr. Malones knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the Class A Voting Shares held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time.

 

The beneficial ownership information set forth above does not include any Class A Voting Shares of the Issuer beneficially owned by the MHR Funds or their affiliates (including Mark H. Rachesky, M.D., the Chairman of the Issuers board of directors (Dr. Rachesky)), Discovery, DLIL, Liberty Global or LGIL.  As a result of the agreements described in Item 6 of the Schedule 13D, Mr. Malone may be deemed to beneficially own and share voting and/or dispositive power over the Class A Voting Shares beneficially owned by the other parties to the Amended Voting and Standstill Agreement and their respective affiliates.  Based on Amendment No. 24 to Schedule 13D, filed with the SEC on December 21, 2018, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the MHR Funds) and Dr. Rachesky beneficially own an aggregate of 15,924,902 Class A Voting Shares (approximately 19.3% of the total number of Class A Voting Shares outstanding).  Based on Amendment No. 2 to Schedule 13D, filed with the SEC on February 13, 2017, Discovery and DLIL beneficially own an aggregate of 2,500,000 Class A Voting Shares (approximately 3.0% of the total number of Class A Voting Shares outstanding). Based on Amendment No. 4 to Schedule 13D, filed with the SEC on September 6, 2019, Liberty Global and LGIL beneficially own an aggregate of 4,049,972 Class A Voting Shares (approximately 4.9% of the total number of Class A Voting Shares outstanding).

 

This Amendment is not an admission or acknowledgement that Mr. Malone constitutes a group within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the other parties to the Amended Voting and Standstill Agreement.

 

(c)          During the period September 9, 2019 through September 20, 2019, the Reporting Person sold 1,199,962 Class A Voting Shares as set forth on Appendix A hereto. Other than as described in this Amendment, none of Mr. Malone or, to his knowledge, Leslie Malone, the 2015 CRT, the 2003 CRT, the Land Foundation or the Trusts, have executed any transactions in respect of the Class A Voting Shares since the most recent filing of an Amendment to this Schedule 13D.

 

(d)           Not applicable.

 

(e)           Mr. Malone and, to his knowledge, Leslie Malone, the 2015 CRT, the 2003 CRT, the Land Foundation and the Trusts ceased to be the beneficial owner of more than five percent of the Class A Voting Shares on September 6, 2019.

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	9/20/2019
	Date
	/s/ John C. Malone
	John C. Malone

 

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Appendix A

 

Sale transactions during the period September 9, 2019 through September 20, 2019

 

The table below specifies the date, quantity, weighted-average sale price and range of price per share of Class A Voting Shares of Lions Gate Entertainment Corp, sold by Mr. Malone during the period September 9, 2019 through September 20, 2019. Mr. Malone undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price. All of the transactions were effected on the New York Stock Exchange or through Electronic Communication Networks.

 

Date of Transaction		Number of Shares of Common Stock Sold		Weighted-Average Price Paid Per Share ($)		Range of Price Paid Per Share ($)
9/9/2019		119,871		11.00490		10.90 11.21
9/10/2019		128,748		11.04290		10.93 11.19
9/11/2019		165,000		11.50520		10.92 11.73
9/12/2019		125,000		11.31990		11.18 11.64
9/13/2019		105,000		11.14800		10.91 11.51
9/16/2019		93,500		11.34040		11.00 11.48
9/17/2019		125,000		10.72270		10.59 11.19
9/18/2019		82,008		10.56800		10.44 10.83
9/19/2019		125,000		10.09560		9.90 10.55
9/20/2019		130,835		9.72440		9.48 10.15

 

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