13D Filings
Starz Entertainment Corp.
STRZ
Amendment
Ownership

17.20%

Total Shares

2,879,319

Issuer CIK

929351

CUSIP

855919106

Event Date

Jun 1, 2025

Accepted

Jun 4, 2025, 04:56 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
17.20%2,879,3192,879,3190
MHR FUND MANAGEMENT LLC
Other
17.10%2,863,2322,863,2320
MHR HOLDINGS LLC
Other
17.10%2,863,2322,863,2320
MHR INSTITUTIONAL PARTNERS III LP
Partnership
10.00%1,678,2581,678,2580
MHR INSTITUTIONAL ADVISORS III LLC
Other
10.00%1,678,2581,678,2580
Disclosure Items (5)

Security Title

Common Shares, no par value

Issuer Name

Starz Entertainment Corp.

Issuer Address

250 Howe Street, Vancouver, Z4, V6C 3R8

Item 3 is hereby amended by adding the following paragraph: The source of funds for the purchase reported in this Statement by Master Account and Capital Partners (100) will be the working capital of Master Account and Capital Partners (100), respectively.

Percentage of Class

Item 5 is hereby amended and restated as follows: The percentages set forth below are calculated based on 16,721,810 Common Shares outstanding as of May 6, 2025, as reported to the Reporting Persons by the Issuer. (a)(i) Master Account may be deemed to be the beneficial owner of 471,153 Common Shares held for its own account (approximately 2.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1) (i) under the Act). (ii) Capital Partners (100) may be deemed to be the beneficial owner of 61,886 Common Shares held for its own account (approximately 0.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3 (d)(1)(i) under the Act). (iii) Advisors may be deemed to be the beneficial owner of 533,039 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 471,153 Common Shares held for the account of Master Account and (B) 61,886 Common Shares held for the account of Capital Partners (100). (iv) MHRC may be deemed to be the beneficial owner of 533,039 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5(a)(iii) by virtue of MHRC's position as the managing member of Advisors. (v) Institutional Partners II may be deemed to be the beneficial owner of 97,963 Common Shares held for its own account (approximately 0.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3 (d)(1)(i) under the Act). (vi) Institutional Partners IIA may be deemed to be the beneficial owner of 246,799 Common Shares held for its own account (approximately 1.5% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d- 3(d)(1)(i) under the Act). (vii) Institutional Advisors II may be deemed to be the beneficial owner of 344,762 Common Shares (approximately 2.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 97,963 Common Shares held for the account of Institutional Partners II and (B) 246,799 Common Shares held for the account of Institutional Partners IIA. (viii) MHRC II may be deemed to be the beneficial owner of 344,762 Common Shares (approximately 2.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5(a)(vii) by virtue of MHRC II's position as the managing member of Institutional Advisors II. (ix) Institutional Partners III may be deemed to be the beneficial owner of 1,678,258 Common Shares held for its own account (approximately 10.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). (x) Institutional Advisors III may be deemed to be the beneficial owner of 1,678,258 Common Shares (approximately 10.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 1,678,258 Common Shares held for the account of Institutional Partners III. (xi) Institutional Partners IV may be deemed to be the beneficial owner of 307,173 Common Shares held for its own account (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d- 3(d)(1)(i) under the Act). (xii) Institutional Advisors IV may be deemed to be the beneficial owner of 307,173 Common Shares (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 307,173 Common Shares held for the account of Institutional Partners IV. (xiii) Fund Management may be deemed to be the beneficial owner of 2,863,232 Common Shares (approximately 17.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management's investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, and Institutional Partners IV. (xiv) MHR Holdings may be deemed to be the beneficial owner of 2,863,232 Common Shares (approximately 17.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of MHR Holding's position as the managing member of Fund Management and Fund Management's investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, and Institutional Partners IV. (xv) Dr. Rachesky may be deemed to be the beneficial owner of 2,879,319 Common Shares (approximately 17.2% of the total number of shares of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky's position as the managing member of each of MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, (b) 118 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on September 13, 2025, (c) 1,358 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on November 29, 2025, and (d) 14,611 Common Shares held directly.

Number of Shares

(b)(i) Master Account may be deemed to have (x) the sole power to direct the disposition of 471,153 Common Shares which may be deemed to be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 471,153 Common Shares which may be deemed to be beneficially owned by Master Account as described above. (ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 61,886 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 61,886 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above. (iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 533,039 Common Shares which may be deemed to be beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 533,039 Common Shares which may be deemed to be beneficially owned by Advisors as described above. (iv) MHRC may be deemed to have (x) the sole power to direct the disposition of 533,039 Common Shares which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 533,039 Common Shares which may be deemed to be beneficially owned by MHRC as described above. (v) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 97,963 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above, and (y) the sole power to direct the voting of 97,963 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above. (vi) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 246,799 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above, and (y) the sole power to direct the voting of 246,799 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above. (vii) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 344,762 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above, and (y) the sole power to direct the voting of 344,762 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above. (viii) MHRC II may be deemed to have (x) the sole power to direct the disposition of 344,762 Common Shares which may be deemed to be beneficially owned by MHRC II as described above, and (y) the sole power to direct the voting of 344,762 Common Shares which may be deemed to be beneficially owned by MHRC II as described above. (ix) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above. (x) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 1,678,258 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above. (xi) Institutional Partners IV may be deemed to have (x) the sole power to direct the disposition of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above, and (y) the sole power to direct the voting of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Partners IV as described above. (xii) Institutional Advisors IV may be deemed to have (x) the sole power to direct the disposition of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above, and (y) the sole power to direct the voting of 307,173 Common Shares which may be deemed to be beneficially owned by Institutional Advisors IV as described above. (xiii) Fund Management may be deemed to have (x) the sole power to direct the disposition of 2,863,232 Common Shares which may be deemed to be beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 2,863,232 Common Shares which may be deemed to be beneficially owned by Fund Management as described above. (xiv) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of 2,863,232 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 2,863,232 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above. (xv) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 2,879,319 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 2,879,319 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

Transactions

Not Applicable

Shareholders

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account. (ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100). (iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II. (iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA. (v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III. (v) The partners of Institutional Partners IV, including Institutional Advisors IV, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IV in accordance with their partnership interests in Institutional Partners IV.

Date of 5% Ownership

Not Applicable.

Item 6 is hereby amended to add the following: On June 2, 2025, Master Account and Capital Partners (100) entered into an agreement (the "Purchase Agreement") with certain entities affiliated with Discovery Lightning Investments Ltd. ("Discovery") pursuant to which Master Account and Capital Partners (100) agreed to purchase 353,334 Common Shares for aggregate cash consideration of US$5,000,000.00. The preceding description is qualified in its entirety by reference to the terms of the Purchase Agreement, filed as Exhibit 1 to this Statement and are incorporated into this Item 6 by reference.

Exhibit No. Description 1 Purchase Agreement, dated as of June 2 , 2025, by and among Master Account, Capital Partners (100) and Discovery.

Starz Entertainment Corp. — Schedule 13D | 13D Filings