| 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 Starz Acquisition LLC [ STRZA ] | 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 | ||||||
| Series A Common Stock, par value $.01 per share | 12/08/2016 | D | 2,118,038 | D | (1)(2) | 0 | I | See(2)(3) | ||
| Series B Common Stock, par value $.01 per share | 12/08/2016 | D | 2,590,597 | D | (1)(2) | 0 | I | See(2)(3) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Cancelled pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 by and among the Issuer, Lions Gate Entertainment Corp. ("Lions Gate"), and Orion Arm Acquisition Inc., an indirect wholly owned subsidiary of Lions Gate. |
| 2. On December 7, 2016, LG Leopard Canada LP, an Ontario limited partnership, dissolved and distributed all of its assets to its sole general partner, LG Leopard GP Canada Inc. and its sole limited partner, Lions Gate Entertainment Corp. ("Lions Gate"). The distributed assets consisted solely of Starz Series A Common Stock and Starz Series B Common Stock directly held by LG Leopard Canada LP. Immediately following the distribution, LG Leopard GP Canada Inc. transferred its interest in the distributed assets to Lions Gate. As a result of these transactions, neither LG Leopard Canada LP nor LG Leopard GP Canada Inc. has any remaining interest in the shares of Starz Series A Common Stock and Starz Series B Common Stock described in this report. |
| 3. The shares of Starz Series A Common Stock and Starz Series B Common Stock described in this report were, immediately prior to their cancellation, held by Orion Arm Holding Co., LLC ("HoldCo"), a Delaware limited liability company and an indirect wholly owned subsidiary of Lions Gate. By virtue of Lions Gate's capacity as the ultimate parent of HoldCo, Lions Gate may be deemed to have beneficially owned the shares held by HoldCo. |
| LIONS GATE ENTERTAINMENT CORP., By: /s/ Wayne Levin, Name: Wayne Levin, Title: General Counsel and Chief Strategic Officer | 12/12/2016 | |
| LG LEOPARD GP CANADA INC., By: /s/ Wayne Levin, Name: Wayne Levin, Title: President, General Counsel and Secretary | 12/12/2016 | |
| LG LEOPARD CANADA LP, by its general partner LG LEOPARD GP CANADA INC., By: /s/ Wayne Levin, Name: Wayne Levin, Title: President, General Counsel and Secretary | 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. | ||
