Amendment: SEC Form SCHEDULE 13D/A filed by Liberty Global Ltd.
$LBTYB
Cable & Other Pay Television Services
Telecommunications
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
Lions Gate Entertainment Corp. (Name of Issuer) |
Class A Voting Shares, no par value (Title of Class of Securities) |
535919401 (CUSIP Number) |
Bryan H. Hall Liberty Global Ltd., 1550 Wewatta Street, Suite 1000 Denver, CO, 80202 1-303-220-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
SCHEDULE 13D
|
| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
Liberty Global Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,049,972.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The amounts listed above do not include the (A) 20,233,455 Class A Voting Shares, no par value (the "Voting Shares"), of Lions Gate Entertainment Corp. (the "Issuer") held by various funds affiliated with MHR Fund Management LLC ("MHR") and Mark H. Rachesky ("Dr. Rachesky"), or (B) 2,500,000 Voting Shares held by a subsidiary of Warner Bros. Discovery, Inc. (formerly known as Discovery, Inc.) ("Discovery"), of which the reporting persons may be deemed to have beneficial ownership as a result of the Voting and Standstill Agreement. See Items 5 and 6 of this Schedule 13D.
The percentage calculated in Row (11) is based on an aggregate 83,691,063 Voting Shares outstanding as of January 17, 2025, as reported on a Registration Statement on Form S-4 filed by the Issuer on January 27, 2025.
SCHEDULE 13D
|
| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
Liberty Global Ventures Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,049,972.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amounts listed above do not include the (A) 20,233,455 Voting Shares held by various funds affiliated with MHR and Dr. Rachesky, or (B) 2,500,000 Voting Shares held by a subsidiary of Discovery, of which the reporting persons may be deemed to have beneficial ownership as a result of the Voting and Standstill Agreement. See Items 5 and 6 of this Schedule 13D.
The percentage calculated in Row (11) is based on an aggregate 83,691,063 Voting Shares outstanding as of January 17, 2025, as reported on a Registration Statement on Form S-4 filed by the Issuer on January 27, 2025.
This Amendment No. 9 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on November 20, 2015 (the "Original Schedule 13D") and amended by Amendment No. 1 filed June 30, 2016 ("Amendment No. 1"), Amendment No. 2 filed February 10, 2017 ("Amendment No. 2"), Amendment No. 3 filed September 3, 2019 ("Amendment No. 3"), Amendment No. 4 filed September 6, 2019 ("Amendment No. 4"), Amendment No. 5 filed September 8, 2020 ("Amendment No. 5"), Amendment No. 6 filed September 18, 2020 ("Amendment No. 6"), Amendment No. 7 filed May 15, 2024 ("Amendment No. 7"), and Amendment No. 8 filed January 29, 2025 ("Amendment No. 8"), with respect to the Issuer (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the "Schedule 13D"). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Voting Shares, no par value |
| (b) | Name of Issuer:
Lions Gate Entertainment Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
250 Howe Street, 20th Floor, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3R8. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following correction:
Upon consummation of the Separation Transactions, Bruce Mann will be the initial designee of Liberty Global on the Starz Board. |
| 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.
|
|
|
|
|