SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Zlotnik Carmi

(Last)

(First)

(Middle)

C/O STARZ ACQUISITION LLC

8900 LIBERTY CIRCLE

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Starz Acquisition LLC [ STRZA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Programming

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	12/08/2016		D		53,872	D	⁽¹⁾	55,754	D
Series A Common Stock	12/08/2016		D		55,754	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.31	12/08/2016		D			148,442	⁽³⁾	03/02/2019	Series A Common Stock	148,442	⁽⁴⁾	0	D
Stock Option (right to buy)	$11.31	12/08/2016		D			5,490	⁽³⁾	03/02/2019	Series A Common Stock	5,490	⁽⁴⁾	0	D
Stock Option (right to buy)	$18.93	12/08/2016		D			89,258	⁽⁵⁾	03/04/2020	Series A Common Stock	89,258	⁽⁴⁾	0	D
Stock Option (right to buy)	$27.41	12/08/2016		D			58,752	⁽⁶⁾	12/13/2020	Series A Common Stock	58,752	⁽⁴⁾	0	D
Stock Option (right to buy)	$33.22	12/08/2016		D			55,971	⁽⁷⁾	12/02/2021	Series A Common Stock	55,971	⁽⁴⁾	0	D
Stock Option (right to buy)	$33.16	12/08/2016		D			48,708	⁽⁸⁾	12/15/2022	Series A Common Stock	48,708	⁽⁴⁾	0	D
Stock Option (right to buy)	$33.68	12/08/2016		D			50,259	⁽⁹⁾	11/28/2023	Series A Common Stock	50,259	⁽⁴⁾	0	D

Explanation of Responses:

1. 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").

2. 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.

3. This stock option was fully vested at the time of the Merger.

4. 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.

5. The options vest in sixteen equal quarterly installments, with the first such installment vesting effective June 4, 2013.

6. The options vest in sixteen equal quarterly installments, with the first such installment vesting effective March 13, 2014.

7. The options vest in four annual installments, with such first installment vesting on December 2, 2015.

8. The options vest in four annual installments, with such first installment vesting on December 15, 2016.

9. The options vest in four annual installments, with such first installment vesting on December 15, 2017.

Remarks:

	/s/ Timothy Sweeney, attorney-in-fact	12/12/2016
	** Signature of Reporting Person	Date
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