Officer Macdonald Scott D acquired 86,118 shares, increasing direct ownership by 626% to 99,876 units (SEC Form 4)
$STRZ
Movies/Entertainment
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STARZ ENTERTAINMENT CORP /CN/ [ STRZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 05/09/2025 | J | 86,118(1) | A | $0 | 99,876(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Non-qualified stock option (right to buy) | $19.2 | 05/09/2025 | J | 77,718 | (3) | 07/01/2029 | Common Shares | 77,718 | $0 | 77,718 | D | ||||
| Non-qualified stock option (right to buy) | $11.42 | 05/09/2025 | J | 56 | (3) | 05/07/2027 | Common Shares | 56 | $0 | 56 | D | ||||
| Non-qualified stock option (right to buy) | $11.42 | 05/09/2025 | J | 545 | (3) | 05/07/2027 | Common Shares | 545 | $0 | 545 | D | ||||
| Non-qualified stock option (right to buy) | $11.42 | 05/09/2025 | J | 1,552 | (3) | 05/07/2027 | Common Shares | 1,552 | $0 | 1,552 | D | ||||
| Non-qualified stock option (right to buy) | $11.42 | 05/09/2025 | J | 1,392 | (3) | 05/07/2027 | Common Shares | 1,392 | $0 | 1,392 | D | ||||
| Non-qualified stock option (right to buy) | $11.42 | 05/09/2025 | J | 6,783 | (3) | 05/07/2027 | Common Shares | 6,783 | $0 | 6,783 | D | ||||
| Explanation of Responses: |
| 1. On May 6, 2025, in connection with the consummation of the transactions contemplated by the Arrangement Agreement, dated as of January 29, 2025, as amended by an amending agreement dated March 12, 2025, by and among the Issuer (f/k/a Lions Gate Entertainment Corp. or "LGEC"), Lionsgate Studios Corp. (f/k/a Lionsgate Studios Holding Corp.), LG Sirius Holdings ULC and Lionsgate Studios Holding Corp. (f/k/a Lionsgate Studios Corp.), each equity award outstanding under the equity plans of LGEC held by a LGEC service provider who will be a service provider of Issuer after the transactions were converted into an award of Issuer under the Starz 2025 Plan (as defined in the Issuer's joint proxy statement/prospectus included in the Registration Statement on Form S-4), on a basis that is intended to preserve the fair market value of such awards immediately before and immediately after the conversion. |
| 2. Amount includes the following restricted share units ("RSUs") granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer: (i) 11,816 RSUs scheduled to vest on July 27, 2025; (ii) 29,853 RSUs scheduled to vest in two equal annual installments on July 3, 2025 and 2026; and 44,449 RSUs scheduled to vest in three equal annual installments on July 1, 2025, 2026 and 2027. |
| 3. Fully vested and exercisable as of the date hereof. |
| Remarks: |
| Chief Financial Officer and Treasurer |
| /s/ Audrey Lee, by power of atty., for Scott Macdonald | 05/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||