13D Filings
Lions Gate Entertainment Corp.
STRZ
Amendment
Ownership

24.20%

Total Shares

20,233,455

Issuer CIK

929351

CUSIP

535919401

Event Date

Jan 26, 2025

Accepted

Jan 28, 2025, 07:03 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
MARK H. RACHESKY, M.D.
Individual
24.20%20,233,45520,233,4550
MHR FUND MANAGEMENT LLC
Other
24.10%20,127,66020,127,6600
MHR HOLDINGS LLC
Other
24.10%20,127,66020,127,6600
MHR INSTITUTIONAL PARTNERS III LP
Partnership
14.20%11,874,47311,874,4730
MHR INSTITUTIONAL ADVISORS III LLC
Other
14.20%11,874,47311,874,4730
Disclosure Items (4)

Security Title

Class A Voting Shares, no par value

Issuer Name

Lions Gate Entertainment Corp.

Issuer Address

250 Howe Street, Vancouver, A1, V6C 3R8

Item 4 is hereby amended to add the following: Item 6 to this Statement is hereby incorporated by reference.

Item 6 is hereby amended to add the following: Reference is made to that certain plan of arrangement (the "Plan of Arrangement") that will result in the separation of the businesses of Lionsgate Studios Corp., a British Columbia corporation ("LG Studios"), from the other businesses of the Issuer, including the STARZ-branded premium subscription platforms (the "Starz Business"), through a series of transactions (the "Transactions"), as further described by the Issuer on Amenment No. 3 to Form S-4 filed on January 27, 2025. In connection with the closing of the Transactions contemplated by the Plan of Arrangement, Fund Management and certain of its affiliates expect to enter into the following agreements: - an amended and restated investor rights agreement with the Issuer, which generally duplicates the provisions of the existing Investor Rights Agreement (the "Starz IRA"), including board designation and preemptive rights in the Issuer, in the form set forth as Exhibit 99.1 hereto; - an amended and restated investor rights agreement with LG Studios, which generally duplicates the provisions of the LG Studios Investor Rights Agreement (the "LG Studios IRA"), including board designation and preemptive rights in LG Studios, in the form set forth as Exhibit 99.2 hereto; - a voting agreement with the Issuer, which generally duplicates the provisions of the Voting and Standstill Agreement (as modified to remove those provisions that are no longer applicable) (the "Starz Voting Agreement"), in the form set forth as Exhibit 99.3 hereto; - a voting agreement with LG Studios, which generally duplicates the provisions of the Voting and Standstill Agreement (as modified to remove those provisions that are no longer applicable) (the "LG Studios Voting Agreement"), and applies such provisions to LG Studios, in the form set forth as Exhibit 99.4 hereto; - a registration rights agreement with the Issuer, which generally duplicates the provisions of the Registration Rights Agreement (the "Starz Registration Rights Agreement"), in the form set forth as Exhibit 99.5 hereto; - a registration rights agreement with the LG Studios, which generally duplicates the provisions of the Registration Rights Agreement (the "LG Studios Registration Rights Agreement"), and applies such provisions to LG Studios, in the form set forth as Exhibit 99.6 hereto. Upon the entry into the foregoing agreements, the existing Investor Rights Agreement, the LG Studios Investor Rights Agreement, the Voting and Standstill Agreement and the Registration Rights Agreement would all terminate in accordance with their respective terms. The foregoing descriptions of the Starz IRA, LG Studios IRA, Starz Voting Agreement, LG Studios Voting Agreement, Starz Registration Rights Agreement and LG Studios Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibit 99.1 through Exhibit 99.6 and incorporated herein by reference.

Exhibit No. Description 99.1 Form of Starz IRA, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.27 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). 99.2 Form of LG Studios IRA, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.23 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). 99.3 Form of Starz Voting Agreement, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.28 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). 99.4 Form of LG Studios Voting Agreement, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.24 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). 99.5 Form of Starz Registration Rights Agreement, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.29 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). 99.6 Form of LG Studios Registration Rights Agreement, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.25 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).