Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Lions Gate Entertainment Corp.
(Name of Issuer)
Class A Voting Shares, no par value
(Title of Class of Securities)
535919401
(CUSIP Number)
Jonathan E. Levitsky
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 24, 2020
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 240.13d-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 purposes 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).
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CUSIP NO. 535919401
| 1. |
Name of Reporting Person
Discovery, 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
U.S.A. | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,500,000 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,500,000 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☒ (1) | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.99% (2) | |||||
| 14. | Type of Reporting Person
CO | |||||
| (1). | See the last paragraph of Item 5 below. |
| (2). | All percentages are based on 83,697,458 Class A Voting Shares outstanding as of February 3, 2020, based on information contained in the Issuer’s Form 10-Q, as filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2020. |
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CUSIP NO. 535919401
| 1. |
Name of Reporting Person
Discovery Lightning Investments Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United Kingdom | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
7. | Sole Voting Power
2,500,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,500,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☒ (1) | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.99% (2) | |||||
| 14. | Type of Reporting Person
CO | |||||
| (1). | See the last paragraph of Item 5 below. |
| (2). | All percentages are based on 83,697,458 Class A Voting Shares outstanding as of February 3, 2020, based on information contained in the Issuer’s Form 10-Q, as filed with the SEC on February 2, 2020. |
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AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment to Schedule 13D is being filed jointly by Discovery, Inc. (“DCI”) and Discovery Lightning Investments Ltd. (“DLI”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to amend and supplement the Schedule 13D (the “Schedule”) filed by the original Reporting Persons on November 20, 2015, as amended by Amendment No. 1, filed on July 1, 2016, relating to the Common Shares, no par value, of the Issuer (the “Common Shares”), Amendment No. 2, filed on February 10, 2017, relating to the reclassification (the “Reclassification”) of each Common Share into 0.5 Class A voting share, no par value (the “Class A Voting Shares”) and 0.5 Class B non-voting share, no par value (the “Class B Non-Voting Shares”), and Amendment No. 3, filed on August 30, 2019. This Amendment to Schedule 13D is being filed to report the updated beneficial ownership of the Reporting Persons following the cancellation of certain transactions under the Collar Transaction (as defined below).
Item 2 Identity and Background
Item 2 is hereby amended by amending and restating Annex A to read in its entirety as set forth in the Annex A attached to this amendment.
Item 5 Interest in Securities of the Issuer
Item 5 is hereby amended to read in its entirety as follows:
All references to percentage beneficial ownership in Item 1 and this Item 5 are calculated by reference only to the Class A Voting Shares and without reference to the Class B Non-Voting Shares. Reference to the Class B Non-Voting Shares in this Item 5 is made supplementally and for informational purposes only.
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Amendment No. 4 to Schedule 13D that relate to the aggregate number and percentage of Class A Voting Shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No. 4 to Schedule 13D that relate to the number of Class A Voting Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
DLI holds 2,500,000 Class A Voting Shares of the Issuer directly. Because DLI is an indirect wholly-owned subsidiary of DCI, DCI may be deemed to beneficially own the 2,500,000 Class A Voting Shares held directly by DLI, and share voting and investment power over such shares. 1
DLI is required to vote the Class A Voting Shares beneficially owned by it in respect of certain matters in accordance with the Voting and Standstill Agreement. See the description of the Voting and Standstill Agreement in Item 6 of Amendment No. 1 to Schedule 13D, which is incorporated herein by reference. DLI is also subject to restrictions on the sale of its Class A Voting Shares pursuant to the Investor Rights Agreement (as defined in Item 6 of Amendment No. 1 to Schedule 13D). See the description of the Investor Rights Agreement in Item 6 of Amendment No. 1 to Schedule 13D, which are incorporated herein by reference.
| 1 | In addition, DLI holds 2,500,000 Class B Non-Voting Shares of the Issuer directly. Because DLI is an indirect wholly-owned subsidiary of DCI, DCI may be deemed to beneficially own the 2,500,000 Class B Non-Voting Shares held directly by DLI. |
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The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Selling Shareholders or their affiliates, including Mark H. Rachesky, M.D., John C. Malone, Liberty Parent or Liberty. As a result of the agreements described in Item 6 of the Schedule, the Reporting Persons may be deemed to beneficially own and share voting power over the Class A Voting Shares owned by the Selling Shareholders, Liberty and John C. Malone and certain of their affiliates.
Based on Amendment Number 26 to Schedule 13D, filed with the SEC on March 17, 2020, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Mark H. Rachesky, M.D., various funds affiliated with MHR Fund Management (including the Selling Shareholders) and Mark H. Rachesky, M.D. beneficially own an aggregate of 19,120,624 Class A Voting Shares of the Issuer (approximately 22.8% of the total number of Class A Voting Shares outstanding).
Based on Amendment No. 3 to Schedule 13D filed with the SEC on August 28, 2019 by Liberty and Liberty Parent, Liberty Parent owns an aggregate of 2,500,000 Class A Voting Shares of the Issuer. Liberty is a wholly owned subsidiary of Liberty Parent.
The beneficial ownership information set forth above also does not include any securities of the Issuer beneficially owned by Daniel Sanchez, a director of DCI and a director of Liberty. According to a Form 4 filed by Mr. Sanchez on October 3, 2019, Mr. Sanchez beneficially owns 744 Class A Voting Shares and 789 Class B Non-Voting Shares of the Issuer.
(c) On March 17, 2020, the Collar Transaction was terminated and the remaining Tranche 2 and Tranche 3 transactions under the Collar Transaction were canceled, as described in Item 6 under “Collar Transaction”, which is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information under “Collar Transaction” in Item 6 is hereby amended by adding the following to the end thereof:
On March 17, 2020, pursuant to the Termination Agreement, dated as of March 17, 2020, by and between DLI and the Bank, effective March 17, 2020 (the “Termination Agreement”), the Collar Transaction was terminated and the remaining Tranche 2 and Tranche 3 transactions under the Collar Transaction were cancelled (the “Collar Termination”). In connection with the Collar Termination, DLI will receive an aggregate of $44,331,834.40 in cash from the Bank based on the volume weighted average price of the Class A Voting Shares between March 18, 2020 and March 24, 2020, pursuant to the terms of the Termination Agreement.
In connection with the Collar Termination, DLI’s pledge of 833,333 Class A Voting Shares and 833,334 Class B Non-Voting Shares under the Pledge Agreement was fully released and discharged.
Item 7 Material to be Filed as an Exhibit.
Item 7 is hereby amended by adding the following exhibits in appropriate numerical order.
| Exhibit | Description | |
| 99.1.4 | Joint Filing Agreement, dated as of March 26, 2020, by and between Discovery, Inc. and Discovery Lightning Investments Ltd. | |
| 99.9 | Termination Agreement, dated as of March 17, 2020, by and between Discovery Lightning Investments Ltd. and Bank of America, N.A. | |
| 99.10 | Limited Power of Attorney | |
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: March 26, 2020
| DISCOVERY, INC. | ||
| By: | /s/ Stephanie D. Marks | |
| Name: Stephanie D. Marks | ||
| Title: Senior Vice President, Securities Law and Corporate Secretary | ||
| DISCOVERY LIGHTNING INVESTMENTS LTD. | ||
| By: | * | |
| Name: Roanne Weekes | ||
| Title: Director | ||
* The undersigned, by signing her name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Ms. Weekes and filed herewith.
| By: | /s/ Stephanie D. Marks | |
| Name: Stephanie D. Marks | ||
| Title: Attorney-in-Fact | ||
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Annex A
Directors and Executive Officers of Discovery, Inc.
| Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Citizenship | |||
| David M. Zaslav | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director, President and Chief Executive Officer | U.S.A. | |||
| Gunnar Wiedenfels | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Senior Executive Vice President and Chief Financial Officer | German | |||
| Lori C. Locke | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Executive Vice President and Chief Accounting Officer | U.S.A. | |||
| Jean-Briac Perrette | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
President and Chief Executive Officer, Discovery International | U.S.A./France | |||
| Adria Alpert Romm | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Chief People and Culture Officer | U.S.A. | |||
| Bruce L. Campbell | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Chief Development, Distribution & Legal Officer | U.S.A. | |||
| Peter Faricy | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Chief Executive Officer, Global Direct-To-Consumer | U.S.A. | |||
| David C. Leavy | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Chief Corporate Operating Officer | U.S.A. | |||
| Savalle C. Sims | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Executive Vice President and General Counsel | U.S.A. | |||
| S. Decker Anstrom | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director | U.S.A. | |||
| Robert R. Beck | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Independent Financial Consultant | U.S.A. | |||
| Robert R. Bennett | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Managing Director of Hilltop Investments | U.S.A. | |||
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| Paul A. Gould | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Managing Director, Allen & Company, LLC | U.S.A. | |||
| Kenneth W. Lowe | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director | U.S.A. | |||
| John C. Malone | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Chairman of Liberty Media Corporation, Qurate Retail, Inc., Liberty Global plc, Liberty Expedia Holdings, Inc.; GCI Liberty, Inc.; Charter Communications, Inc.; and Liberty Broadband Corp. | U.S.A. | |||
| Robert J. Miron | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director and Chairman | U.S.A. | |||
| Steven A. Miron | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; CEO of Advance/Newhouse Communications | U.S.A. | |||
| Daniel E. Sanchez | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Director, Lions Gate Entertainment Corp. | U.S.A. | |||
| Susan M. Swain | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; Co-CEO and President, C-SPAN | U.S.A. | |||
| J. David Wargo | 8403 Colesville Rd. Silver Spring, Maryland 20910 |
Director; President, Wargo & Company, Inc. | U.S.A. | |||
Directors and Executive Officers of Discovery Lightning Investments Ltd.
| Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Citizenship | |||
| James T. Gibbons | 566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB |
Director and Officer; Senior Vice President, Chief Financial Officer and Chief Operating Officer, DCI, Northern Europe | Canada | |||
| Roanne Weekes | 566 Chiswick High Road, Discovery House, Chiswick Park Building 2, London, United Kingdom W4 5YB |
Director and Officer; Senior Vice President, DNI Controller | Australia | |||
Mr. John C. Malone is also a director and chairman of the board of Liberty Parent and, based on Liberty Parent’s Schedule TO filed with the SEC on August 12, 2019, Mr. Malone holds shares representing
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approximately 28.3% of the votes of Liberty Parent. Other than Mr. Sanchez (whose beneficial ownership is disclosed in item 5), to the knowledge of DCI and DLI, none of the foregoing directors or executive officers of DCI or DLI beneficially own any Issuer Common Shares. None of the directors or executive officers of DCI or DLI has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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