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