SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 13)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

535919203

(CUSIP Number)

Doron Lipshitz, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 10, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 535919203 13D Page 2 of 9 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     8,278,176
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     8,278,176
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     8,278,176
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     40,297,050
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     40,297,050
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     40,297,050
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     27.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     PN

CUSIP No. 535919203 13D Page 4 of 9 Pages

1	NAMES OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     40,297,050
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     40,297,050
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     40,297,050
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     27.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 5 of 9 Pages

1	NAMES OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     51,261,899
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     51,261,899
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     51,261,899
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     35.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

CUSIP No. 535919203 13D Page 6 of 9 Pages

1	NAMES OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ¨        (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)     N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER     51,299,288
		8	SHARED VOTING POWER     0
		9	SOLE DISPOSITIVE POWER     51,299,288
		10	SHARED DISPOSITIVE POWER     0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     51,299,288
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     35.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

Page 7 of 9 Pages

TABLE OF CONTENTS

Item 4. Purpose of Transaction.	8
Item 5. Interest in Securities of the Issuer	8
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer	8
Item 7. Material to be Filed as Exhibits	8
SIGNATURES	9

Page 8 of 9 Pages

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 13, the Schedule 13D filed on March 18, 2009 (the “Original Schedule 13D”), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1”), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (“Amendment No. 2”), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (“Amendment No. 3”), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (“Amendment No. 4”), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (“Amendment No. 5”), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (“Amendment No. 6”), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (“Amendment No. 7”), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D (“Amendment No. 8”), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (“Amendment No. 9”), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D (“Amendment No. 10”), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D (“Amendment No. 11”) and on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (“Amendment No. 12” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the “Schedule 13D”), and relates to common shares, no par value per share (the “Common Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). The securities reported herein were previously reported on Schedule 13G, filed on August 19, 2005, as amended on January 26, 2006, June 22, 2007, February 14, 2008, September 22, 2008 and March 9, 2009. Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 12.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

In connection with the proposed sale of Common Shares by certain selling securityholders pursuant to that certain registration statement on Form S-3 filed with the SEC on May 10, 2012 (the “Secondary Offering”), on May 10, 2012, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky (collectively, the “MHR Group”) entered into that certain agreement (the “Waiver”), whereby the MHR Group agreed to waive rights to sell Common Shares in the Secondary Offering that the MHR Group holds pursuant to that certain registration rights agreement, dated as of October 22, 2009, between the MHR Group and the Issuer.

The foregoing discussion of the Waiver is qualified in its entirety by reference to the full text of the Waiver, which is attached as Exhibit 1 of Item 7 to this Statement and incorporated into this Item 4 by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(c) is hereby amended and restated as follows:

(c) The following table describes transactions in the Common Shares that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:

Transaction Date	Persons Named in Item 5(a)	Shares Acquired	Price Per Share	Description & Transaction
April 2, 2012	Dr. Rachesky	4,592	$0	Director Share Grant

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 above and Exhibit 1 of Item 7 to this Statement is incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits.

1. Waiver, dated as of May 10, 2012, executed by Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky.

Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: May 14, 2012	MHR INSTITUTIONAL ADVISORS II LLC
	By:	/s/ Mark H. Rachesky
		Name: Mark H. Rachesky
		Title: President
	MHR INSTITUTIONAL PARTNERS III LP
	By:	MHR Institutional Advisors III LLC, its General Partner
	By:	/s/ Mark H. Rachesky
		Name: Mark H. Rachesky
		Title: President
	MHR INSTITUTIONAL ADVISORS III LLC
	By:	/s/ Mark H. Rachesky
		Name: Mark H. Rachesky
		Title: President
	MHR FUND MANAGEMENT LLC
	By:	/s/ Mark H. Rachesky
		Name: Mark H. Rachesky
		Title: Managing Principal
	MARK H. RACHESKY, M.D.
	By:	/s/ Mark H. Rachesky

EX-1

Exhibit 1

NOTICE AND WAIVER OF PIGGYBACK REGISTRATION RIGHTS

Effective as of May 10, 2012, the undersigned entities (collectively, “MHR Group”), being shareholders of Lions Gate Entertainment Corp, a corporation organized under the laws of the Province of British Columbia (the “Company”), agree as follows:

1.        The Company and Lions Gate Entertainment Inc. have filed a Registration Statement on Form S-3, (the “Registration Statement”) for the offer and resale of (i) $45,000,000 principal aggregate amount of 4.00% Convertible Senior Subordinated Notes due 2017 (the “Notes”) together with the related guarantee on the Notes, (ii) up to 4,285,714 common shares issuable upon conversion of such Notes and (iii) 5,837,781 common shares issued in connection with the acquisition of Summit Entertainment, LLC, by the selling securityholders identified in the prospectus included in the Registration Statement (the “Secondary Offering”).

2.        MHR Group and the Company are party to that certain registration rights agreement, dated as of October 22, 2009 (the “Registration Rights Agreement”). Capitalized terms used but not defined in this notice and waiver (the “Waiver”) shall have the meanings ascribed thereto in the Registration Rights Agreement.

3.        MHR Group understands that pursuant to Section 3.1 of the Registration Rights Agreement, it is entitled to notice (the “Registration Notice”) of the Secondary Offering.

4.        MHR Group understands that, pursuant to Section 3.1 of the Registration Rights Agreement, MHR Group has the right to request that the Company use its reasonable efforts to include in the Secondary Offering any Registrable Securities requested by MHR Group (the “Piggyback Registration Right”).

5.        MHR Group hereby waives the right to the Registration Notice and waives the Piggyback Registration Right only with respect to the Secondary Offering.

6.        Except as expressly set forth herein, the Registration Rights Agreement is unmodified and remains in full force and effect and the execution of this letter agreement by the MHR Group does not and shall not constitute a waiver of any other rights or remedies to which the MHR Group is entitled pursuant to the Registration Rights Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each MHR Group member has executed this Waiver with the intent and agreement that the same shall be effective as of the date first written above.

MHR CAPITAL PARTNERS MASTER ACCOUNT LP
MHR CAPITAL PARTNERS (100) LP
By: MHR Advisors LLC
Its: General Partner
By:	/s/    Mark H. Rachesky
	Name:    Mark H. Rachesky
	Title:      President
	Date:      May 10, 2012
MHR INSTITUTIONAL PARTNERS II LP
MHR INSTITUTIONAL PARTNERS IIA LP
By: MHR Institutional Advisors II LLC
Its: General Partner
By:	/s/    Mark H. Rachesky
	Name:    Mark H. Rachesky
	Title:      President
	Date:      May 10, 2012
MHR INSTITUTIONAL PARTNERS III LP
By: MHR Institutional Advisors III LLC Its: General Partner
By:	/s/    Mark H. Rachesky
	Name:    Mark H. Rachesky
	Title:      President
	Date:      May 10, 2012
MHR FUND MANAGEMENT LLC
By:	/s/    Mark H. Rachesky
	Name:    Mark H. Rachesky
	Title:      Managing Principal
	Date:      May 10, 2012
MARK H. RACHESKY, M.D.
By:	/s/    Mark H. Rachesky
	Date:      May 10, 2012