0001507934-16-000221.txt : 20161212 0001507934-16-000221.hdr.sgml : 20161212 20161212172458 ACCESSION NUMBER: 0001507934-16-000221 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161208 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Starz Acquisition LLC CENTRAL INDEX KEY: 0001507934 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 208988475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8900 LIBERTY CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 852-7700 MAIL ADDRESS: STREET 1: 8900 LIBERTY CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Starz DATE OF NAME CHANGE: 20130114 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Media Corp DATE OF NAME CHANGE: 20110923 FORMER COMPANY: FORMER CONFORMED NAME: Liberty CapStarz, Inc. DATE OF NAME CHANGE: 20110523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zlotnik Carmi CENTRAL INDEX KEY: 0001567265 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35294 FILM NUMBER: 162047054 MAIL ADDRESS: STREET 1: C/O STARZ STREET 2: 8900 LIBERTY CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80112 4 1 wf-form4_148158148143832.xml FORM 4 X0306 4 2016-12-08 1 0001507934 Starz Acquisition LLC STRZA 0001567265 Zlotnik Carmi C/O STARZ ACQUISITION LLC 8900 LIBERTY CIRCLE ENGLEWOOD CO 80112 0 1 0 0 President, Programming Series A Common Stock 2016-12-08 4 D 0 53872 D 55754 D Series A Common Stock 2016-12-08 4 D 0 55754 D 0 D Stock Option (right to buy) 11.31 2016-12-08 4 D 0 148442 D 2019-03-02 Series A Common Stock 148442.0 0 D Stock Option (right to buy) 11.31 2016-12-08 4 D 0 5490 D 2019-03-02 Series A Common Stock 5490.0 0 D Stock Option (right to buy) 18.93 2016-12-08 4 D 0 89258 D 2020-03-04 Series A Common Stock 89258.0 0 D Stock Option (right to buy) 27.41 2016-12-08 4 D 0 58752 D 2020-12-13 Series A Common Stock 58752.0 0 D Stock Option (right to buy) 33.22 2016-12-08 4 D 0 55971 D 2021-12-02 Series A Common Stock 55971.0 0 D Stock Option (right to buy) 33.16 2016-12-08 4 D 0 48708 D 2022-12-15 Series A Common Stock 48708.0 0 D Stock Option (right to buy) 33.68 2016-12-08 4 D 0 50259 D 2023-11-28 Series A Common Stock 50259.0 0 D Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, Lions Gate Entertainment Corp. ("Lions Gate"), and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Lions Gate, on December 8, 2016, Merger Sub was merged with and into Starz, with Starz continuing as the surviving corporation and a wholly owned subsidiary of Lions Gate (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Starz Series A common stock was converted into the right to receive $18.00 in cash and 0.6784 of a Class B non-voting share of Lions Gate ("Lions Gate non-voting stock"). Such shares represent unvested restricted shares. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each restricted stock award outstanding immediately prior to the effective time of the Merger was assumed and converted into an award of shares of restricted Lions Gate non-voting stock relating to a number of shares of Lions Gate non-voting stock equal to the product determined by multiplying the number of shares subject to such award by 1.3633 (rounded down to the nearest whole share), with the same terms and conditions as were applicable to each such restricted stock award immediately prior to the effective time of the Merger. This stock option was fully vested at the time of the Merger. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each Starz stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of Lions Gate non-voting stock (rounded down to the nearest whole share) equal to the product determined by multiplying the number of options set forth in Column 5 of Table II by 1.3633, with a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing the per-share exercise price set forth in Column 2 of Table II by 1.3633, with substantially the same terms and conditions as were applicable to each option immediately prior to the effective time of the Merger. The options vest in sixteen equal quarterly installments, with the first such installment vesting effective June 4, 2013. The options vest in sixteen equal quarterly installments, with the first such installment vesting effective March 13, 2014. The options vest in four annual installments, with such first installment vesting on December 2, 2015. The options vest in four annual installments, with such first installment vesting on December 15, 2016. The options vest in four annual installments, with such first installment vesting on December 15, 2017. /s/ Timothy Sweeney, attorney-in-fact 2016-12-12