MHR Fund Management Form 4 LIONS GATE ENTERTAINMENT / MARK H MD RACHESKY ownership change

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^*

RACHESKY MARK H MD

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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								50,051	D
Common Shares								3,228	D(3)
Common Shares								1,335	D(4)
Common Shares								1,520	D(5)
Common Shares	04/29/2015		S(1)		48,584	D	$31.6(2)	1,859,103	I	See Footnotes(6)(7)
Common Shares	04/29/2015		S(1)		6,491	D	$31.6(2)	248,388	I	See Footnote(8)
Common Shares	04/29/2015		S(1)		48,220	D	$31.6(2)	1,845,139	I	See Footnotes(9)(10)
Common Shares	04/29/2015		S(1)		121,480	D	$31.6(2)	4,648,458	I	See Footnotes(11)(12)
Common Shares	04/29/2015		S(1)		826,075	D	$31.6(2)	31,609,961	I	See Footnotes(13)(14)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR Institutional Partners III LP

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR Institutional Advisors III LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR FUND MANAGEMENT LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR Holdings LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Explanation of Responses:

1. In connection with that certain underwriting agreement, dated April 8, 2015 (the "Underwriting Agreement"), by and among Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III (collectively, the "MHR Funds"), the Issuer and J.P. Morgan Securities LLC (the "Underwriter"), on April 24, 2015, the Underwriter exercised its option pursuant to the Underwriting Agreement to purchase an additional 1,050,850 Common Shares owned by the MHR Funds. The sale by the MHR Funds to the Underwriter of such additional 1,050,850 Common Shares closed on April 29, 2015.

2. The price represents the public offering price of $32.00 per share, net underwriting discounts of $0.40 per Common Share.

3. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest or have vested in three equal annual installments beginning on September 11, 2013.

4. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest or have vested in three equal annual installments beginning on September 10, 2014.

5. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 9, 2015.

6. These Common Shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 6)

7. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

8. These Common Shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

9. These Common Shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued in footnote 9)

10. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

11. These Common Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11)

12. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

13. These Common Shares are held for the account of Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13)

14. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Janet Yeung, Attorney in fact	04/30/2015
	** Signature of Reporting Person	Date
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