SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 53)*
Lions Gate Entertainment Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
535919203
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 13, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
849,461
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
849,461
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,461
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
849,461
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
849,461
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,461
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
849,461
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
849,461
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
849,461
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,194,015
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,194,015
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,015
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.87%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
483,750
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
483,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
194,058
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
194,058
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,058
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,871,823
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,871,823
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,871,823
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,526,021
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,526,021
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,021
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,526,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,526,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,021
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.11%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,397,844
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,397,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,397,844
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,397,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,397,844
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,397,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,397,844
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,397,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,397,844
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,397,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,397,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,247,305
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,247,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.09%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
October 20, 2008 (the "Initial 13D") by the Reporting Persons with respect to
the shares of Common Stock, no par value (the "Shares"), issued by Lions Gate
Entertainment Corp. (the "Issuer"), is hereby amended to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended to add the following:
On October 13, 2011, the Reporting Persons entered into an underwriting
agreement (the "Underwriting Agreement") with the Issuer and Piper Jaffray &
Co., as underwriter (the "Underwriter"), pursuant to which the Reporting Persons
agreed to sell to the Underwriter an aggregate of 19,201,000 Shares, at a price
of $7.00 per share. The shares were offered to the public at the same price of
$7.00 per share. In addition, the Reporting Persons granted the Underwriter an
option that expires on October 18, 2011 to purchase up to an additional
2,879,985 Shares at a price of $7.00 per share to cover over-allotments, if any.
The transaction contemplated by the Underwriting Agreement is expected to close
on October 18, 2011. The Shares are being offered and sold pursuant to the
Issuer's registration statement on Form S-3 (Registration No. 333-176656). The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is filed herewith as an exhibit and is incorporated
into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial 13D is hereby amended and restated in its entirety
as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, approximately 4,247,305 Shares (including approximately 130,382
Shares that may be deemed to be beneficially owned as a result of the ownership
of $1,154,000 in aggregate principal amount of 2024 Notes and $429,000 in
aggregate principal amount of 2025 Notes), representing approximately 3.09% of
the Issuer's outstanding Shares (based upon the sum of (i) 137,136,937 Shares
stated to be outstanding as of August 1, 2011 by the Issuer in the Issuer's Form
10-Q filed with the Securities and Exchange Commission on August 9, 2011 for the
quarter ended June 30, 2011 and (ii) approximately 130,382 Shares that may be
deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) under the Exchange
Act). (1)
The first paragraph of Item 5(b) of the Initial 13D is hereby amended and
restated in its entirety as follows:
(b) High River may be deemed to have sole voting power and sole dispositive
power with regard to 849,461 Shares (including Shares that may be deemed to be
beneficially owned as a result of the ownership of Notes). Each of Hopper,
Barberry and Carl C. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares. Icahn Master may be deemed to have
sole voting power and sole dispositive power with regard to 1,194,015 Shares
(including Shares that may be deemed to be beneficially owned as a result of the
ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed
to have shared voting power and shared dispositive power with regard to such
Shares. Icahn Master II may be deemed to have sole voting power and sole
dispositive power with regard to 483,750 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power
and shared dispositive power with regard to such Shares. Icahn Master III may be
deemed to have sole voting power and sole dispositive power with regard to
194,058 Shares (including Shares that may be deemed to be beneficially owned as
a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be
deemed to have shared voting power and shared dispositive power with regard to
such Shares. Icahn Partners may be deemed to have sole voting power and sole
dispositive power with regard to 1,526,021 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares.
__________________________
(1) See footnote 1 to Item 3 of Amendment No. 11 to Schedule 13D, filed by the
Reporting Persons with the SEC on June 5, 2009.
Item 5(c) of the Initial 13D is hereby amended to add the following:
The following table sets forth all transactions with respect to Shares
effected by any of the Reporting Persons since their last filing on Schedule
13D. All such transactions were sales of Shares pursuant to the Underwriting
Agreement, as described in Item 4 above.
Name of Date Number of Purchase Price
Reporting of Shares Purchased per
Person Transaction or (Sold) Share
---------------- ----------- ---------- --------------
High River October 13, 2011 (3,840,200) 7.00
Icahn Partners October 13, 2011 (5,657,966) 7.00
Icahn Master October 13, 2011 (6,558,805) 7.00
Icahn Master II October 13, 2011 (2,179,472) 7.00
Icahn Master III October 13, 2011 (964,557) 7.00
Item 5(e). As a result of the transactions reported in this Schedule 13D,
the Reporting Persons ceased to be the beneficial owners of more than five
percent of the Shares and are no longer subject to the reporting requirements of
Rule 13d-1(a) of the Exchange Act.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Initial 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is hereby incorporated herein by
reference.
Item 7. Exhibits
1. Underwriting Agreement dated October 13, 2011 (incorporated by
reference to Exhibit 1.1 to the Current Report on Form 8-K filed by
the Issuer on October 14, 2011).
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 14, 2011
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
----------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
----------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
----------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
IPH GP LLC
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Amendment No. 53 to Schedule 13D - Lions Gate Entertainment
Corp.]