Warner Bros. Discovery, Inc. disposed of 2,500,000 units of Class A Voting Shares, disposed of 2,500,000 units of Class B Non-Voting Shares and acquired 5,653,334 shares (SEC Form 4)
$WBD
Cable & Other Pay Television Services
Telecommunications
| 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) 05/06/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Voting Shares | 05/06/2025 | J(1) | 2,500,000 | D | (1) | 0 | I(2) | By subsidiary | ||
| Class B Non-Voting Shares | 05/06/2025 | J(1) | 2,500,000 | D | (1) | 0 | I(2) | By subsidiary | ||
| Common Shares | 05/06/2025 | J(1) | 5,300,000 | A | (1) | 5,300,000 | I(2) | By subsidiary | ||
| Common Shares | 05/06/2025 | J(3) | 353,334 | A | (3) | 353,334 | I(2) | By subsidiary | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On May 6, 2025, Lions Gate Entertainment Corp. ("LGEC") completed the separation of its motion picture and television studio operations businesses from its other businesses through a series of transactions (the "Transactions"). In connection with the completion of the Transactions, Lions Gate Entertainment Corp. was renamed Starz Entertainment Corp. (the "Issuer"). Pursuant to the Transactions, following a series of exchanges, among other things, (1) each Class A voting share, no par value, of LGEC ("Class A Voting Shares") was ultimately exchanged for one and twelve one-hundredths (1.12) common shares, no par value, of the Issuer ("Common Shares") and (2) each Class B non-voting share, no par value, of LGEC ("Class B Non-Voting Shares") was ultimately exchanged for one (1) Common Share. |
| 2. The shares are held directly by Discovery Lightning Investments Ltd. ("DLI"). Because DLI is an indirect wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD"), WBD may be deemed to beneficially own the reported securities. WBD expressly disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein. |
| 3. Following the exchange of Class A Voting Shares and Class B Non-Voting Shares for Common Shares, the Common Shares were consolidated on a 15-to-1 basis such that every fifteen (15) Common Shares were consolidated into one (1) Common Share. |
| Remarks: |
| As a result of certain agreements among the Reporting Persons, the Issuer and certain other shareholders of the Issuer, the Reporting Persons may be deemed members of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), with such other shareholders, that beneficially owns more than 10% of the Common Shares of the Issuer. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on May 7, 2025. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the Reporting Persons is a member of a group or subject to the reporting requirements of Section 16 of the Act. |
| Warner Bros. Discovery, Inc., By: /s/ Tara L. Smith, Executive Vice President and Corporate Secretary | 05/08/2025 | |
| Discovery Lightning Investments Ltd., By: /s/ Tara L. Smith, Attorney-in-Fact | 05/08/2025 | |
| ** 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. | ||
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