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Filing Details

Accession Number:: 0000947871-20-000733
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-15 21:14:15
Reporting Period:: 2019-09-05

Accepted Time:: 2020-09-15 21:14:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
929351	Lions Gate Entertainment Corp	LGF	Services-Motion Picture & Video Tape Production (7812)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1570585	Plc Global Liberty	Griffin House, 161 Hammersmith Road Hammersmith X0 W6 8BS		No	No	Yes	No
1658493	Ltd Ventures Global Liberty	Griffin House, 161 Hammersmith Road Hammersmith X0 W6 8BS		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Voting Shares	Acquisiton	2019-09-05	1,549,972	$10.00	4,049,972	No	4	P	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Disposition	2020-09-11	138,889	$0.00	3,911,083	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Acquisiton	2020-09-11	138,889	$0.00	4,049,972	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Disposition	2020-09-11	138,889	$0.00	2,361,111	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Acquisiton	2020-09-11	138,889	$0.00	2,500,000	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Disposition	2020-09-14	138,889	$0.00	3,911,083	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Acquisiton	2020-09-14	138,889	$0.00	4,049,972	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Disposition	2020-09-14	138,889	$0.00	2,361,111	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Acquisiton	2020-09-14	138,889	$0.00	2,500,000	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Disposition	2020-09-15	138,889	$0.00	3,911,083	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class A Voting Shares	Acquisiton	2020-09-15	138,889	$0.00	4,049,972	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Disposition	2020-09-15	138,889	$0.00	2,361,111	Yes	4	J	Indirect	Through wholly-owned subsidiary
Class B Non-Voting Shares	Acquisiton	2020-09-15	138,889	$0.00	2,500,000	Yes	4	J	Indirect	Through wholly-owned subsidiary

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary
Yes	4	J	Indirect	Through wholly-owned subsidiary

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Units Of Class A Voting Shares And Class B Non-Voting Shares	Variable Pre-paid Forward Transaction	Disposition	2020-09-11	277,778	$0.00	1,666,667	$0.00
Units Of Class A Voting Shares And Class B Non-Voting Shares	Variable Pre-paid Forward Transaction	Disposition	2020-09-14	277,778	$0.00	1,388,889	$0.00
Units Of Class A Voting Shares And Class B Non-Voting Shares	Variable Pre-paid Forward Transaction	Disposition	2020-09-15	277,778	$0.00	1,111,111	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,388,889	Yes	4	J	Indirect
1,111,111	Yes	4	J	Indirect
833,333	Yes	4	J	Indirect

Footnotes

These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares.
This purchase, which was timely reported on Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on September 6, 2019 (File No. 005-55587) (the "Schedule 13D"), is being reported on a Form 4 late due to an inadvertent administrative error.
As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge.
The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares.
As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank.
Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.
On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount").
On September 11, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.4740 with respect to the Class A Voting Shares and $8.7436 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,529,718.20, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.
On September 14, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.6037 with respect to the Class A Voting Shares and $8.8698 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $ 2,565,252.79, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.
On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares.