May 7, 2025 · Form 4 insider transaction
RACHESKY MARK H MD sold 4,113,927 shares of LGF at $0.00 per share, a transaction worth N/A. The trade was recorded as j and disclosed on an SEC Form 4, filed 0 days after the transaction.
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 Studios 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 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, (Continued to footnote 18); as declared effective by the U.S. Securities and Exchange Commission on March 14, 2025 (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).; The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.; These shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 15); Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.