05/08/2025 | Press release | Distributed by Public on 05/08/2025 17:19
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BURNS MICHAEL RAYMOND 2700 COLORADO AVENUE SANTA MONICA, CA 90404 |
X | Vice Chair |
/s/ Adrian Kuzycz, by power of atty., for Michael Burns | 05/08/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On May 6, 2025, in connection with the consummation of the transactions contemplated by the Arrangement Agreement, dated as of January 29, 2025, as amended by an amending agreement dated March 12, 2025, by and among the Issuer, Lionsgate Studios Corp. ("New Lionsgate") (f/k/a Lionsgate Sudios Holding Corp.), LG Sirius Holdings ULC and Lionsgate Studios Holding Corp. (f/k/a Lionsgate Studios Corp.), each share of the Issuer's Class A voting shares and Class B non-voting shares, without par value, held by the Reporting Person were exchanged for (i) New Lionsgate new common shares, without par value, pursuant to the Initial Share Exchange and Second Share Exchange (as defined in the Issuer's joint proxy statement/prospectus included in the Registration Statement on Form S-4 (the "Form S-4")) and (ii) common shares, without par value, of Starz Entertainment Corp. ("Starz") pursuant to the Initial Share Exchange, Second Share Exchange and Reverse Stock Split (as defined in the Form S-4). |
(2) | Pursuant to the terms of the Form S-4, (i) each equity award outstanding under the equity plans of Issuer held by an employee or service provider of Issuer who will be an employee or service provider of New Lionsgate after the transactions, or by a former employee of Issuer (regardless of the division in which such former employee served), will be converted into an award of New Lionsgate under the New Lionsgate 2025 Plan (as defined in the Form S-4), (ii) each equity award outstanding under the equity plans of Issuer held by an employee or service provider of Issuer who will be an employee or service provider of Starz will be converted into an award of Starz under the Starz 2025 Plan (as defined in the Form S-4), |
(3) | (Continued from footnote 2) and (iii) each equity award outstanding under the equity plans of Issuer held by a director of Issuer who will be a director of both New Lionsgate and Starz will be partially converted into an award of award of New Lionsgate under the New Lionsgate 2025 Plan and partially converted into an award of Starz under the Starz 2025 Plan, in all cases, on a basis that is intended to preserve the aggregate fair market value of such awards immediately before and immediately after the conversion. |