SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/08/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 12/08/2016 | J(1) | 2,069,985(2) | D | (1) | 0 | D | |||
Class A Voting Shares | 12/08/2016 | J(1) | 1,034,992(3)(8) | A | (1) | 1,034,992(3)(8) | D | |||
Class B Non-Voting Shares | 12/08/2016 | J(1) | 1,034,992(4)(8) | A | (1) | 1,034,992(4)(8) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $16.09 | 12/08/2016 | J(1) | 1,857,143 | (5) | 10/30/2022 | Common Shares | 1,857,143 | $0(9) | 0 | D | ||||
Employee stock option (right to buy) | $16.66 | 12/08/2016 | J(1) | 912,483 | (5) | 10/30/2022 | Class A Voting Shares | 912,483 | $0(9) | 912,483 | D | ||||
Employee stock option (right to buy) | $16.1 | 12/08/2016 | J(1) | 912,483 | (5) | 10/30/2022 | Class B Non-Voting Shares | 912,483 | $0(9) | 912,483 | D | ||||
Employee stock option (right to buy) | $30.72 | 12/08/2016 | J(1) | 600,000 | (6) | 05/08/2020 | Common Shares | 600,000 | $0(9) | 0 | D | ||||
Employee stock option (right to buy) | $31.8 | 12/08/2016 | J(1) | 294,802 | (6) | 05/08/2020 | Class A Voting Shares | 294,802 | $0(9) | 294,802 | D | ||||
Employee stock option (right to buy) | $30.74 | 12/08/2016 | J(1) | 294,802 | (6) | 05/08/2020 | Class B Non-Voting Shares | 294,802 | $0(9) | 294,802 | D | ||||
Employee stock option (right to buy) | $19.01 | 12/08/2016 | J(1) | 950,000 | (7) | 11/03/2026 | Common Shares | 950,000 | $0(9) | 0 | D | ||||
Employee stock option (right to buy) | $19.68 | 12/08/2016 | J(1) | 466,770 | (7) | 11/03/2026 | Class A Voting Shares | 466,770 | $0(9) | 466,770 | D | ||||
Employee stock option (right to buy) | $19.02 | 12/08/2016 | J(1) | 466,770 | (7) | 11/03/2026 | Class B Non-Voting Shares | 466,770 | $0(9) | 466,770 | D | ||||
Employee stock option (right to buy) | $23.76 | 12/08/2016 | J(1) | 950,000 | (7) | 11/03/2026 | Common Shares | 950,000 | $0(9) | 0 | D | ||||
Employee stock option (right to buy) | $24.59 | 12/08/2016 | J(1) | 466,770 | (7) | 11/03/2026 | Class A Voting Shares | 466,770 | $0(9) | 466,770 | D | ||||
Employee stock option (right to buy) | $23.77 | 12/08/2016 | J(1) | 466,770 | (7) | 11/03/2026 | Class B Non-Voting Shares | 466,770 | $0(9) | 466,770 | D |
Explanation of Responses: |
1. Pursuant to a reclassification exempt under Rule 16b-7, each Common Share, without par value, was reclassified into 0.5 Class A voting shares, without par value, and 0.5 Class B non-voting shares, without par value (the "Reclassification"). Restricted share units and stock options granted prior to the Reclassification were equitably adjusted in connection with the Reclassification. |
2. Amount includes 21,707 restricted share units granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer, that are scheduled to vest in two equal annual installments beginning May 8, 2017. |
3. Amount includes 10,853 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A voting shares of the Issuer, that are scheduled to vest in two equal annual installments beginning May 8, 2017. |
4. Amount includes 10,853 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B non-voting shares of the Issuer, that are scheduled to vest in two equal annual installments beginning May 8, 2017. |
5. The options are vested. |
6. One-third of the options are vested and the remaining unvested options are scheduled to vest in two equal installments on May 8, 2017 and May 8, 2018. |
7. The options are scheduled to vest in equal installments over the five year period beginning October 30, 2018. |
8. Upon the completion of the Reclassification, each restricted share unit award was adjusted to cover (a) a number of Class A voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share and (b) a number of Class B non-voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share. Fractional Class A voting shares and Class B non-voting shares resulting from the adjustment were cancelled in exchange for a cash payment equal to the closing trading price of the Class A voting shares or Class B non-voting shares, as applicable, on December 9, 2016, multiplied by the fraction cancelled. |
9. Upon the completion of the Reclassification, the number of shares and exercise prices of the stock option awards were adjusted to preserve their pre-reclassification intrinsic value. Stock options were rounded down to the nearest share and up to the nearest penny, and cash was issued in lieu of lost value attributable to the adjustment. |
/s/ Michael Raymond Burns (By Adrian Kuzycz by Power of Attorney) | 12/12/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |