8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2009

Lions Gate Entertainment Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)

(Commission File Number) 1-14880 (IRS Employer Identification No.) N/A

(Address of principal executive offices)
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2009, Lions Gate Films, Inc. (“LGF”), a wholly-owned subsidiary of Lions Gate Entertainment Corp. (the “Company”), entered into an Amendment of Employment Agreement (the “Amendment”) with Steven Beeks, the Company’s Co-President and Chief Operating Officer. The Amendment amends the employment agreement dated as of March 28, 2007 by and between the Company and Mr. Beeks, as amended on December 15, 2009. Pursuant to the Amendment, Mr. Beeks’ term of employment was extended for one additional year ending April 1, 2012, subject to early termination as provided in his employment agreement. Mr. Beeks was also granted 850,000 share appreciation rights (“SARs”), which entitles Mr. Beeks to receive cash equal to the amount by which the trading price of the Company’s common shares on the exercise notice date exceeds the SARs price of $5.45, multiplied by the number of SARs exercised. The SARs vest in three equal installments beginning on February 5, 2010 (i.e., 283,334 vest on February 5, 2010, 283,333 vest on February 5, 2011 and 283,333 vest on February 5, 2012).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 10.63 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 3.03 Material Modification to Rights of Security Holders

On February 6, 2009, the Company redeemed all of its outstanding Preferred Shares, Restricted Voting, Non-Transferable Series B (the “Series B Preferred Shares”) for a redemption price of $100.00. The Series B Preferred Shares ceased to have the exclusive and separate right to elect Mark Amin to be a member of the Company’s Board of Directors.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.63	Amendment of Employment Agreement between the Company and Steven Beeks dated February 6, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 11, 2009	LIONS GATE ENTERTAINMENT CORP.
	/s/ James Keegan
	James Keegan
	Chief Financial Officer

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EX-10.63

Exhibit 10.63

February 6, 2009

Mr. Steve Beeks

Santa Monica, California 90402

Re: Amendment of Employment Agreement

Dear Mr. Beeks,

          Reference is hereby made to that certain employment agreement dated March 28, 2007 (the “Agreement”), as amended on December 15, 2008 by and between Lions Gate Films Inc. (the “Company”) and Steve Beeks (“Employee”), with respect to Employee’s employment by the Company. The purpose of this letter agreement is to amend certain provisions of the Agreement as follows:

• The first sentence of Section 1(a) of the Agreement is hereby amended and restated, effective immediately, to read in its entirety, as follows:

          “(a) The term of this agreement (this “Agreement”) will begin April 1, 2007 (the “Effective Date”) and end April 1, 2012, subject to early termination as provided in this Agreement (the “Term”).”

• Section 5 of the Agreement is hereby amended and restated, effective immediately, to include the following Section 5(g):

          “(g) Share Appreciation Rights. Employee shall be entitled to an award of share appreciation rights as set forth in a separate agreement between Employee and the Company (the “Award Agreement”). The Award Agreement is attached hereto as Exhibit A.”

          Except as specifically amended hereby, the Agreement shall remain in full force and effect without modification. This letter constitutes the entire agreement among the parties with respect to modification of the Agreement and any other matters related thereto, and supersedes all prior negotiations and understandings of the parties in connection therewith.

AGREED AND ACCEPTED:

/s/ Steve Beeks

Steve Beeks

Lions Gate Films Inc.

/s/ Wayne Levin

By: Wayne Levin

Title: Executive Vice-President and General Counsel