Sec Form 4 Filing - MACDONALD SCOTT D @ Starz Acquisition LLC - 2016-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MACDONALD SCOTT D 2. Issuer Name and Ticker or Trading Symbol Starz Acquisition LLC [ STRZA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO, Executive VP & Treasurer (Last) (First) (Middle) C/O STARZ ACQUISITION LLC, 8900 LIBERTY CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2016 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series A Common Stock 12/08/2016 D 24,048 D 50,353 D Series A Common Stock 12/08/2016 D 50,353 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 11.31 12/08/2016 D 37,205 ( 3 ) 03/02/2019 Series A Common Stock 37,205 ( 4 ) 0 D Stock Option (right to buy) $ 18.93 12/08/2016 D 33,721 ( 5 ) 03/04/2020 Series A Common Stock 33,721 ( 4 ) 0 D Stock Option (right to buy) $ 27.41 12/08/2016 D 49,464 ( 6 ) 12/13/2020 Series A Common Stock 49,464 ( 4 ) 0 D Stock Option (right to buy) $ 33.22 12/08/2016 D 47,123 ( 7 ) 12/02/2021 Series A Common Stock 47,123 ( 4 ) 0 D Stock Option (right to buy) $ 33.16 12/08/2016 D 45,599 ( 8 ) 12/15/2022 Series A Common Stock 45,599 ( 4 ) 0 D Stock Option (right to buy) $ 33.68 12/08/2016 D 47,051 ( 9 ) 11/28/2023 Series A Common Stock 47,051 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACDONALD SCOTT D C/O STARZ ACQUISITION LLC 8900 LIBERTY CIRCLE ENGLEWOOD, CO80112 CFO, Executive VP & Treasurer Signatures /s/ Timothy Sweeney, attorney-in-fact 12/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, Lions Gate Entertainment Corp. ("Lions Gate"), and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Lions Gate, on December 8, 2016, Merger Sub was merged with and into Starz, with Starz continuing as the surviving corporation and a wholly owned subsidiary of Lions Gate (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Starz Series A common stock was converted into the right to receive $18.00 in cash and 0.6784 of a Class B non-voting share of Lions Gate ("Lions Gate non-voting stock"). ( 2 )Such shares represent unvested restricted shares. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each restricted stock award outstanding immediately prior to the effective time of the Merger was assumed and converted into an award of shares of restricted Lions Gate non-voting stock relating to a number of shares of Lions Gate non-voting stock equal to the product determined by multiplying the number of shares subject to such award by 1.3633 (rounded down to the nearest whole share), with the same terms and conditions as were applicable to each such restricted stock award immediately prior to the effective time of the Merger. ( 3 )This stock option was fully vested at the time of the Merger. ( 4 )In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each Starz stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of Lions Gate non-voting stock (rounded down to the nearest whole share) equal to the product determined by multiplying the number of options set forth in Column 5 of Table II by 1.3633, with a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing the per-share exercise price set forth in Column 2 of Table II by 1.3633, with substantially the same terms and conditions as were applicable to each option immediately prior to the effective time of the Merger. ( 5 )The options vest in sixteen equal quarterly installments, with the first such installment vesting effective June 4, 2013. ( 6 )The options vest in sixteen equal quarterly installments, with the first such installment vesting effective March 13, 2014. ( 7 )The options vest in four annual installments, with the first such installment vesting on December 2, 2015. ( 8 )The options vest in four equal annual installments, with the first such installment vesting effective December 15, 2016. ( 9 )The options vest in four annual installments, with such first installment vesting on December 15, 2017.

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