Sec Form 4 Filing - RACHESKY MARK H MD @ LIONS GATE ENTERTAINMENT CORP /CN/ - 2015-11-10

Insider filing report for Changes in Beneficial Ownership
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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
RACHESKY MARK H MD
2. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, 42ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2015
(Street)
NEW YORK, NY10105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Shares 55,424 ( 4 ) D
Common Shares 445 ( 4 ) D ( 5 )
Common Shares 1,013 ( 4 ) D ( 6 )
Common Shares 1,298 ( 4 ) D ( 7 )
Common Shares 11/10/2015 S( 1 )( 2 ) 426,336 D $ 39.02 ( 3 ) 1,396,767 ( 4 ) I See Footnote ( 8 ) ( 9 )
Common Shares 11/10/2015 S( 1 )( 2 ) 61,771 D $ 39.02 ( 3 ) 186,617 ( 4 ) I See Footnote ( 10 )
Common Shares 11/10/2015 S( 1 )( 2 ) 458,864 D $ 39.02 ( 3 ) 1,386,275 ( 4 ) I See Footnote ( 11 ) ( 12 )
Common Shares 11/10/2015 S( 1 )( 2 ) 1,156,015 D $ 39.02 ( 3 ) 3,492,443 ( 4 ) I See Footnote ( 13 ) ( 14 )
Common Shares 11/10/2015 S( 1 )( 2 ) 7,861,014 D $ 39.02 ( 3 ) 23,748,947 ( 4 ) I See Footnote ( 15 ) ( 16 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RACHESKY MARK H MD
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY10105
X X
MHR Institutional Partners III LP
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY10105
X
MHR Institutional Advisors III LLC
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY10105
X
MHR FUND MANAGEMENT LLC
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY10105
X
MHR Holdings LLC
1345 AVENUE OF THE AMERICAS
42ND FLOOR
NEW YORK, NY10105
X
Signatures
/s/ Janet Yeung, attorney in fact 11/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 10, 2015, (i) MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"), MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"), MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"), MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"), and Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III") (collectively, "the MHR Funds"), (ii) Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), (iii) Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers") and (iv) the parent companies of the Buyers entered into a Share Purchase Agreement (the "Share Purchase Agreement"). (Continued to footnote 2)
( 2 )Pursuant to the Share Purchase Agreement, the MHR Funds agreed to sell 5,000,000 Common Shares in the aggregate to each of the Buyers.
( 3 )The price represents the sale price to the Buyers of $39.02 per Common Share under the Share Purchase Agreement.
( 4 )The Common Shares reported as owned on this Form 4 do not include an additional 14,411,195 Common 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, the Buyers, the parent companies of the Buyers, John C. Malone, the MHR Funds and Fund Management, but as to which they have no pecuniary interest.
( 5 )These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest on September 10, 2016.
( 6 )These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in two equal annual installments beginning on September 9, 2016.
( 7 )These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2016.
( 8 )These Common Shares are held for the account of Master Account. MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 9)
( 9 )Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
( 10 )These Common Shares are held for the account of Capital Partners (100). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of s uch Common Shares except to the extent of their pecuniary interest therein.
( 11 )These Common Shares are held for the account of Institutional Partners II. MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12)
( 12 )Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
( 13 )These Common Shares are held for the account of Institutional Partners IIA. Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 14)
( 14 )Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
( 15 )These Common Shares are held for the account of Institutional Partners III. MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)
( 16 )Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

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