0001209191-19-044108.txt : 20190801
0001209191-19-044108.hdr.sgml : 20190801
20190801184922
ACCESSION NUMBER: 0001209191-19-044108
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190730
FILED AS OF DATE: 20190801
DATE AS OF CHANGE: 20190801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Discovery, Inc.
CENTRAL INDEX KEY: 0001437107
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14880
FILM NUMBER: 19994005
BUSINESS ADDRESS:
STREET 1: 1 DISCOVERY PLACE
CITY: SILVER SPRING
STATE: MD
ZIP: 20910
BUSINESS PHONE: (240) 662-2000
MAIL ADDRESS:
STREET 1: 1 DISCOVERY PLACE
CITY: SILVER SPRING
STATE: MD
ZIP: 20910
FORMER NAME:
FORMER CONFORMED NAME: Discovery Communications, Inc.
DATE OF NAME CHANGE: 20080606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Discovery Lightning Investments LTD
CENTRAL INDEX KEY: 0001658101
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14880
FILM NUMBER: 19994006
BUSINESS ADDRESS:
STREET 1: 566 CHISWICK HIGH ROAD
STREET 2: DISCOVERY HOUSE,CHISWICK PARK BUILDING 2
CITY: LONDON
STATE: X0
ZIP: W4 5YB
BUSINESS PHONE: 2406622000
MAIL ADDRESS:
STREET 1: 566 CHISWICK HIGH ROAD
STREET 2: DISCOVERY HOUSE,CHISWICK PARK BUILDING 2
CITY: LONDON
STATE: X0
ZIP: W4 5YB
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LIONS GATE ENTERTAINMENT CORP /CN/
CENTRAL INDEX KEY: 0000929351
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812]
IRS NUMBER: 000000000
STATE OF INCORPORATION: A1
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 2700 COLORADO AVENUE
STREET 2: SUITE 200
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
BUSINESS PHONE: 877-848-3866
MAIL ADDRESS:
STREET 1: 250 HOWE STREET
STREET 2: 20TH FLOOR
CITY: VANCOUVER
STATE: A1
ZIP: V6C #R8
FORMER COMPANY:
FORMER CONFORMED NAME: BERINGER GOLD CORP
DATE OF NAME CHANGE: 19970618
FORMER COMPANY:
FORMER CONFORMED NAME: GUYANA GOLD CORP
DATE OF NAME CHANGE: 19960212
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-07-30
0
0000929351
LIONS GATE ENTERTAINMENT CORP /CN/
LGF
0001437107
Discovery, Inc.
8403 COLESVILLE ROAD
SILVER SPRING
MD
20910
0
0
0
1
See Remarks
0001658101
Discovery Lightning Investments LTD
566 CHISWICK HIGH ROAD, DISCOVERY HOUSE
CHISWICK PARK BUILDING 2
LONDON
X0
W4 5YB
UNITED KINGDOM
0
0
0
1
See Remarks
Class A Voting Shares
2019-07-30
4
X
1
16667
D
2483333
I
By subsidiary
Class B Non-Voting Shares
2019-07-30
4
X
1
16667
D
2483333
I
By subsidiary
Class A Voting Shares
2019-07-30
4
X
1
16667
A
2500000
I
By subsidiary
Class B Non-Voting Shares
2019-07-30
4
X
1
16667
A
2500000
I
By subsidiary
Class A Voting Shares
2019-07-31
4
X
1
16667
D
2483333
I
By subsidiary
Class B Non-Voting Shares
2019-07-31
4
X
1
16667
D
2483333
I
By subsidiary
Class A Voting Shares
2019-07-31
4
X
1
16667
A
2500000
I
By subsidiary
Class B Non-Voting Shares
2019-07-31
4
X
1
16667
A
2500000
I
By subsidiary
Class A Voting Shares
2019-08-01
4
X
1
16667
D
2483333
I
By subsidiary
Class B Non-Voting Shares
2019-08-01
4
X
1
16667
D
2483333
I
By subsidiary
Class A Voting Shares
2019-08-01
4
X
1
16667
A
2500000
I
By subsidiary
Class B Non-Voting Shares
2019-08-01
4
X
1
16667
A
2500000
I
By subsidiary
Put option (right to sell)
33.167
2019-07-30
4
X
1
33334
A
2019-07-30
2019-07-30
Units of Class A Voting Shares and Class B Non-Voting Shares
33334
2366664
I
By subsidiary
Put option (right to sell)
33.167
2019-07-31
4
X
1
33334
A
2019-07-31
2019-07-31
Units of Class A Voting Shares and Class B Non-Voting Shares
33334
2333330
I
By subsidiary
Put option (right to sell)
33.167
2019-08-01
4
X
1
33334
A
2019-08-01
2019-08-01
Units of Class A Voting Shares and Class B Non-Voting Shares
33334
2299996
I
By subsidiary
On July 30, 2019, the fourth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 8 below) of $12.395, which was below the Put Strike Price. As a result, the Reporting Person received $20.772 for each unit (as described in note 5 below) in cash from the Bank pursuant to the terms of the Transaction.
The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.
On July 31, 2019, the fifth Component of Tranche I of the Transaction expired. The Component was cash settled at a Settlement Price (as defined and described in note 8 below) of $12.668, which was below the Put Strike Price. As a result, the Reporting Person received $20.499 for each unit (as described in note 5 below) in cash from the Bank pursuant to the terms of the Transaction.
On August 1, 2019, the sixth Component of Tranche I of the Transaction expired. The Component was cash settled at a Settlement Price of $12.481, which was below the Put Strike Price. As a result, the Reporting Person received $20.686 for each unit (as described in note 5 below) in cash from the Bank pursuant to the terms of the Transaction.
The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.
On the relevant expiration date for each Component: the call option will automatically be exercised if the Settlement Price is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the reference price is less than or equal to $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the reference price is greater than the Put Strike Price but less than the Call Strike Price.
The "Settlement Price" means the sum of (i) the volume weighted average trading price of a Class A Voting Share multiplied by 0.5 and (ii) the volume weighted average trading price of a Class B Non-Voting Share multiplied by 0.5, in each case on the expiration date for the relevant Component. The options will be settled in cash unless Discovery elects physical settlement.
As reported on a previously filed Form 4, on November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery, Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. In connection with a reclassification of the Issuer's common shares, pursuant to a notice dated February 10, 2017 given by the Bank, the terms of the Transaction were adjusted in a transaction exempt under Rule 16b-7 to reflect the reclassification, with no changes to the economic rights and obligations of either Discovery or the Bank. As adjusted, the Transaction relates to 2,500,000 units, each consisting of 0.5 Class A Voting Shares and 0.5 Class B Non-Voting Shares, for an aggregate of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares.
Each Component relates to 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares) in the case of Tranche 1 and Tranche 2 and 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares in the case of Tranche 3).
As reported on a previously filed Form 4, in exchange for the Bank's entering into the Transaction, Discovery paid the Bank a premium of $3,599,595 and pledged 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares of the Issuer to the Bank to secure its obligations under the Transaction. In connection with each settlement of the put options described above, the number of pledged shares was reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares. In most circumstances, Discovery retains voting rights in the pledged shares during the term of the pledge, but Discovery is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank.
As a result of certain agreements among the Reporting Persons, the Issuer and certain other shareholders of the Issuer, the Reporting Persons may be deemed members of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), with such other shareholders, that beneficially owns more than 10% of the Class A Voting Shares of the Issuer. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the Reporting Persons is a member of a group or subject to the reporting requirements of Section 16 of the Act.
Discovery, Inc.; By: /s/ Stephanie D. Marks, Senior Vice President, Securities Law and Corporate Secretary
2019-08-01
Discovery Lightning Investments Limited; By: /s/ Stephanie D. Marks, Attorney-in-Fact for Discovery Lightning Investments Limited
2019-08-01