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^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/ [ LGF ]

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

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

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)

	Form filed by One Reporting Person
X	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)
Common Shares	12/08/2016		J⁽¹⁾		62,274	D	⁽¹⁾	0	D
Class A Voting Shares	12/08/2016		J⁽¹⁾		31,137	A	⁽¹⁾	31,137⁽²¹⁾	D
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		31,137	A	⁽¹⁾	31,137⁽²¹⁾	D
Common Shares	12/08/2016		J⁽¹⁾		2,443	D	⁽¹⁾	0	D⁽³⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		1,221⁽²⁾	A	⁽¹⁾	1,221⁽²⁾⁽²¹⁾	D⁽⁴⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		1,221⁽²⁾	A	⁽¹⁾	1,221⁽²⁾⁽²¹⁾	D⁽⁵⁾
Common Shares	12/08/2016		J⁽¹⁾		507	D	⁽¹⁾	0	D⁽⁶⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		253⁽²⁾	A	⁽¹⁾	253⁽²⁾⁽²¹⁾	D⁽⁷⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		253⁽²⁾	A	⁽¹⁾	253⁽²⁾⁽²¹⁾	D⁽⁸⁾
Common Shares	12/08/2016		J⁽¹⁾		865	D	⁽¹⁾	0	D⁽⁹⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		432⁽²⁾	A	⁽¹⁾	432⁽²⁾⁽²¹⁾	D⁽¹⁰⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		432⁽²⁾	A	⁽¹⁾	432⁽²⁾⁽²¹⁾	D⁽¹¹⁾
Common Shares	12/08/2016		J⁽¹⁾		1,396,767	D	⁽¹⁾	0	I	See Footnotes⁽¹²⁾⁽¹³⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		698,384	A	⁽¹⁾	698,384⁽²¹⁾	I	See Footnotes⁽¹²⁾⁽¹³⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		698,384	A	⁽¹⁾	698,384⁽²¹⁾	I	See Footnotes⁽¹²⁾⁽¹³⁾
Common Shares	12/08/2016		J⁽¹⁾		186,617	D	⁽¹⁾	0	I	See Footnotes⁽¹⁴⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		93,309	A	⁽¹⁾	93,309⁽²¹⁾	I	See Footnotes⁽¹⁴⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		93,309	A	⁽¹⁾	93,309⁽²¹⁾	I	See Footnotes⁽¹⁴⁾
Common Shares	12/08/2016		J⁽¹⁾		1,386,275	D	⁽¹⁾	0	I	See Footnotes⁽¹⁵⁾⁽¹⁶⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		693,138	A	⁽¹⁾	693,138⁽²¹⁾	I	See Footnotes⁽¹⁵⁾⁽¹⁶⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		693,138	A	⁽¹⁾	693,138⁽²¹⁾	I	See Footnotes⁽¹⁵⁾⁽¹⁶⁾
Common Shares	12/08/2016		J⁽¹⁾		3,492,443	D	⁽¹⁾	0	I	See Footnotes⁽¹⁷⁾⁽¹⁸⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		1,746,222	A	⁽¹⁾	1,746,222⁽²¹⁾	I	See Footnotes⁽¹⁷⁾⁽¹⁸⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		1,746,222	A	⁽¹⁾	1,746,222⁽²¹⁾	I	See Footnotes⁽¹⁷⁾⁽¹⁸⁾
Common Shares	12/08/2016		J⁽¹⁾		23,748,947	D	⁽¹⁾	0	I	See Footnotes⁽¹⁹⁾⁽²⁰⁾
Class A Voting Shares	12/08/2016		J⁽¹⁾		11,874,474	A	⁽¹⁾	11,874,474⁽²¹⁾	I	See Footnotes⁽¹⁹⁾⁽²⁰⁾
Class B Non-Voting Shares	12/08/2016		J⁽¹⁾		11,874,474	A	⁽¹⁾	11,874,474⁽²¹⁾	I	See Footnotes⁽¹⁹⁾⁽²⁰⁾

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)

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MHR Institutional Partners III LP

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MHR FUND MANAGEMENT LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MHR Holdings LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MHR Institutional Advisors III LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

42ND FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each common share, no par value (the "Common Shares"), was reclassified (the "Reclassification") into 0.5 Class A voting share, no par value (the "Class A Voting Shares"), and 0.5 Class B non-voting share, no par value (the "Class B Non-Voting Shares"). Restricted share units granted prior to the Reclassification were equitably adjusted in connection with the Reclassification.

2. Upon the completion of the Reclassification, each restricted share unit award was adjusted to cover (a) a number of Class A Voting Shares equal to the number of Common Shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share and (b) a number of Class B Non-Voting Shares equal to the number of Common Shares subject to the restricted share unit award immediately prior to the Reclassification, multiplied by 0.5, rounded down to the nearest whole share. Fractional Class A Voting Shares and Class B Non-Voting Shares resulting from the adjustment were cancelled in exchange for a cash payment equal to the closing trading price of the Class A Voting Shares or Class B Non-Voting Shares, as applicable, on December 9, 2016, multiplied by the fraction cancelled.

3. These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest in three equal annual installments beginning on September 13, 2017.

4. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2017.

5. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2017.

6. These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest on September 9, 2017.

7. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest on September 9, 2017.

8. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to on September 9, 2017.

9. These were restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which were scheduled to vest in two equal annual installments beginning on September 15, 2017.

10. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017.

11. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017.

12. These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 13)

13. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

14. These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

15. These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)

16. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

17. These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18)

18. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

19. These shares are held for the account of Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20)

20. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

21. The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest.

Remarks:

	/s/ Janet Yeung, Attorney in fact	12/12/2016
	** Signature of Reporting Person	Date
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