Sec Form 4 Filing - BARGE JAMES W @ LIONS GATE ENTERTAINMENT CORP /CN/ - 2016-12-08

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
BARGE JAMES W
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
2700 COLORADO AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2016
(Street)
SANTA MONICA, CA90404
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
Common Shares 12/08/2016 J( 1 ) 79,187 ( 2 ) D 0 D
Class A Voting Shares 12/08/2016 J( 1 ) 39,593 ( 3 ) ( 7 ) A 39,593 ( 3 ) ( 7 ) D
Class B Non-Voting Shares 12/08/2016 J( 1 ) 39,593 ( 4 ) ( 7 ) A 39,593 ( 4 ) ( 7 ) 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
Employee stock option (right to buy) $ 37.45 12/08/2016 J( 1 ) 301,875 ( 5 ) 09/16/2023 Common Shares 301,875 $ 0 ( 8 ) 0 D
Employee stock option (right to buy) $ 38.76 12/08/2016 J( 1 ) 148,319 ( 5 ) 09/16/2023 Class A Voting Shares 148,319 $ 0 ( 8 ) 148,319 D
Employee stock option (right to buy) $ 37.47 12/08/2016 J( 1 ) 148,319 ( 5 ) 09/16/2023 Class B Non-Voting Shares 148,319 $ 0 ( 8 ) 148,319 D
Employee stock option (right to buy) $ 30.72 12/08/2016 J( 1 ) 50,000 ( 6 ) 05/08/2020 Common Shares 50,000 $ 0 ( 8 ) 0 D
Employee stock option (right to buy) $ 31.8 12/08/2016 J( 1 ) 24,566 ( 6 ) 05/08/2020 Class A Voting Shares 24,566 $ 0 ( 8 ) 24,566 D
Employee stock option (right to buy) $ 30.74 12/08/2016 J( 1 ) 24,566 ( 6 ) 05/08/2020 Class B Non-Voting Shares 24,566 $ 0 ( 8 ) 24,566 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARGE JAMES W
2700 COLORADO AVENUE
SANTA MONICA, CA90404
Chief Financial Officer
Signatures
/s/ James W Barge (By Adrian Kuzycz by Power of Attorney) 12/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a reclassification exempt under Rule 16b-7, each Common Share, without par value, was reclassified into 0.5 Class A voting shares, without par value, and 0.5 Class B non-voting shares, without par value (the "Reclassification"). Restricted share units and stock options granted prior to the Reclassification were equitably adjusted in connection with the Reclassification.
( 2 )Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer: (i) 6,250 restricted share units scheduled to vest on September 16, 2017; and (ii) 8,333 restricted share units scheduled to vest on September 22, 2017.
( 3 )Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A voting shares of the Issuer: (i) 3,125 restricted share units scheduled to vest on September 16, 2017; and (ii) 4,166 restricted share units scheduled to vest on September 22, 2017.
( 4 )Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B non-voting shares of the Issuer: (i) 3,125 restricted share units scheduled to vest on September 16, 2017; and (ii) 4,166 restricted share units scheduled to vest on September 22, 2017.
( 5 )85.5% of the options are vested and the remaining unvested options will vest on September 16, 2017.
( 6 )One-third of the options are vested and the remaining unvested options are scheduled to vest in two equal installments on May 8, 2017 and May 8, 2018.
( 7 )Upon the completion of the Reclassification, each restricted share unit award was adjusted to cover (a) a number of Class A voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share and (b) a number of Class B non-voting shares equal to the number of common shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share. Fractional Class A voting shares and Class B non-voting shares resulting from the adjustment were cancelled in exchange for a cash payment equal to the closing trading price of the Class A voting shares or Class B non-voting shares, as applicable, on December 9, 2016, multiplied by the fraction cancelled.
( 8 )Upon the completion of the Reclassification, the number of shares and exercise prices of the stock option awards were adjusted to preserve their pre-reclassification intrinsic value. Stock options were rounded down to the nearest share and up to the nearest penny, and cash was issued in lieu of lost value attributable to the adjustment.

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