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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 3)
Under the Securities Exchange Act of 1934
LIONS GATE ENTERTAINMENT CORP.
(Name of Issuer)
Class A Voting Shares, no par value
(Title of Class of Securities)
535919401
(CUSIP Number)
John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 2019
(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. o
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, as amended (the "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 Number: 535919401 | |||||
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Names of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
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(b) |
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SEC Use Only | |||
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Source of Funds (See Instructions) | |||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person (See Instructions) | |||
(1) As a result of the Voting and Standstill Agreement, dated as of November 10, 2015, among Lions Gate Entertainment Corp. (the Issuer), Liberty Global Incorporated Limited (LGIL), Discovery Lightning Investments Ltd. (DLIL), John C. Malone (Mr. Malone), MHR Fund Management, LLC (MHR), Liberty Global plc (Liberty Global), Discovery Communications, Inc. (Discovery) and the affiliated funds of MHR party thereto (the MHR Funds), as amended by the Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among the Issuer, LGIL, DLIL, Mr. Malone, MHR, Liberty Global, Discovery and the MHR Funds (the Amended Voting and Standstill Agreement), Mr. Malone may be deemed to share beneficial ownership of Class A Voting Shares of the Issuer, no par value (Class A Voting Shares), beneficially owned by the other parties to the Amended Voting and Standstill Agreement. Mr. Malone expressly disclaims the existence of, and membership in, a group with any or all of the other parties to the Amended Voting and Standstill Agreement. See Items 4, 5 and 6.
(2) Includes 145,739 Class A Voting Shares held by Mr. Malones wife, Mrs. Leslie Malone, as to which shares Mr. Malone disclaims beneficial ownership.
(3) Includes 125,000 Class A Voting Shares held by the Malone Family Land Preservation Foundation as to which shares Mr. Malone has disclaimed beneficial ownership.
(4) Includes 114,592 Class A Voting Shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest.
(5) Includes 1,935,769 Class A Voting Shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest.
(6) This amount does not reflect (A) the 2,500,000 Class A Voting Shares owned by DLIL, reported as beneficially owned in Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission (the SEC) on February 13, 2017, (B) the 2,500,000 Class A Voting Shares owned by LGIL, reported as beneficially owned in Amendment No. 2 to Schedule 13D, filed with the SEC on February 13, 2017, or (C) an aggregate of 15,924,902 Class A Voting Shares beneficially owned by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR, MHR Holdings LLC, and Mark H. Rachesky, M.D., as reported in Amendment No. 24 to Schedule 13D, filed with the SEC on December 21, 2018.
(7) Includes 78,471 Class A Voting Shares held by two trusts (the Trusts) which are managed by an independent trustee and the beneficiaries of which are Mr. Malones adult children. Mr. Malone retains the right to substitute assets held by the Trusts and disclaims beneficial ownership of the shares held by the Trusts.
(8) Based upon 82,654,510 shares of Class A Voting Shares outstanding as of August 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 8, 2019.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Statement of
JOHN C. MALONE
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
LIONS GATE ENTERTAINMENT CORP.
This Statement relates to the Class A Voting Shares, no par value (the Class A Voting Shares), of Lions Gate Entertainment Corp., a corporation organized and existing under the laws of the Province of British Columbia (Lions Gate or the Issuer). This Amendment No. 3 to Schedule 13D (this Amendment) amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) by John C. Malone (Mr. Malone or the Reporting Person) on November 20, 2015, as amended by Amendment No. 1 filed with the SEC on July 11, 2016, and Amendment No. 2 to this Schedule 13D filed with the SEC on December 13, 2016 (collectively, Schedule 13D). Except as set forth herein, the Schedule 13D is unmodified. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.
This Amendment is being filed to reflect open market sales and other transfers of Class A Voting Shares by the Reporting Person since the last amendment to this Schedule 13D that exceed 1% of the outstanding shares of Class A Voting Shares. Since the date of Amendment No. 2 to this Schedule 13D (and prior to the past 60 days), in transactions aggregating less than 1% of the outstanding Class A Voting Shares, The Malone Family Foundation (the Family Foundation) donated 153,250 Class A Voting Shares, and Mr. Malone sold 250,000 Class A Voting Shares in open market transaction. Sales made since August 13, 2019, have been pursuant to a trading plan as contemplated under rule 10b5-1 of the Exchange Act.
Item 4. Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
Since the last amendment to this Schedule 13D, the Reporting Person has engaged in transactions in Class A Voting Shares, including but not limited to those set forth on Appendix A hereto. These transactions include gifts, distributions from trusts, open market sales, and other transfers for estate planning, private investment, liquidity or charitable purposes made as part of the Reporting Persons long term financial plan for estate planning, asset diversification, charitable giving and liquidity.
On August 13, 2019, the Reporting Person entered into a written trading plan (the Trading Plan) with Fidelity Brokerage Services, LLC in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Pursuant to the Trading Plan, the Reporting Person will sell up to 1,800,000 Class A Voting Shares. The Trading Plan will expire on December 31, 2019. The form of the Trading Plan is filed as Exhibit 7(f) to this Amendment and is incorporated by reference herein.
The information set forth in Item 6 of this Amendment is incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) Mr. Malone beneficially owns 5,561,911 Class A Voting Shares (including (1) 145,739 Class A Voting Shares held by his wife, Mrs. Leslie Malone, as to which shares Mr. Malone disclaims beneficial ownership, (2) 125,000 Class A Voting Shares held by the Malone Family Land Preservation Foundation (the Land Foundation), as to which shares Mr. Malone disclaims beneficial ownership, (3) 1,935,769 Class A Voting Shares held by the Malone Starz 2015 Charitable Remainder Trust (2015 CRT) and 114,592 shares held by the John C. Malone June 2003 Charitable Remainder Trust (2003 CRT), with respect to each of which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest, and (4) 78,471 Class A Voting Shares held by two trusts (the Trusts) which are managed by an independent trustee and the beneficiaries of which are Mr. Malones adult children and as to which Mr. Malone disclaims beneficial ownership). These Class A Voting Shares represent approximately 6.7% of the outstanding Class A Voting Shares. The foregoing percentage interest is based on 82,654,510 total Class A Voting Shares outstanding on August 5, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Securities and Exchange Commission on August 8, 2019.
Subject to certain exceptions, Mr. Malone is required to vote the Class A Voting Shares beneficially owned by him in respect of certain matters in accordance with the Amended Voting and Standstill Agreement. See the description of the Amended Voting and Standstill Agreement in Item 6 of the Schedule 13D, which is incorporated herein by reference.
Mr. Malone, and, to his knowledge, his wife, the 2015 CRT, the 2003 CRT, the Land Foundation and the Family Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective Class A Voting Shares. To Mr. Malones knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the Class A Voting Shares held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time.
The beneficial ownership information set forth above does not include any Class A Voting Shares of the Issuer beneficially owned by the MHR Funds or their affiliates (including Mark H. Rachesky, M.D., the Chairman of the Issuers board of directors (Dr. Rachesky)), Discovery, DLIL, Liberty Global or LGIL. As a result of the agreements described in Item 6 of the Schedule 13D, Mr. Malone may be deemed to beneficially own and share voting and/or dispositive power over the Class A Voting Shares beneficially owned by the other parties to the Amended Voting and Standstill Agreement and their respective affiliates. Based on Amendment No. 24 to Schedule 13D, filed with the SEC on December 21, 2018, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the MHR Funds) and Dr. Rachesky beneficially own an aggregate of 15,924,902 Class A Voting Shares (approximately 19.3% of the total number of Class A Voting Shares outstanding). Based on Amendment No. 2 to Schedule 13D, filed with the SEC on February 13, 2017, Discovery and DLIL beneficially own an aggregate of 2,500,000 Class A Voting Shares (approximately 3.0% of the total number of Class A Voting Shares outstanding). Based on Amendment No. 2 to Schedule 13D, filed with the SEC on February 13, 2017, Liberty Global and LGIL beneficially own an aggregate of 2,500,000 Common Shares (approximately 3.0% of the total number of Class A Voting Shares outstanding).
This Amendment is not an admission or acknowledgement that Mr. Malone constitutes a group within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the other parties to the Amended Voting and Standstill Agreement.
(c) During the period June 17, 2019 through August 16, 2019, the Reporting Person sold 355,059 Class A Voting Shares as set forth on Appendix A hereto. Other than as described in this Amendment, none of Mr. Malone or, to his knowledge, Leslie Malone, the 2015 CRT, the 2003 CRT, the Land Foundation, the Family Foundation or the Trusts, have executed any transactions in respect of the Class A Voting Shares within the last sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:
Item 4 summarizes certain provisions of the Trading Plan and is incorporated herein by reference. A copy of the Trading Plan is an exhibit to this Schedule 13D and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated in its entirety as follows:
7(a) |
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Stock Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate Entertainment Corp., LG Leopard Canada LP, the Malone Family Land Preservation Foundation, the Malone Family Foundation, the John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.1 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880) filed with the SEC on February 11, 2015).* |
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7(b) |
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Voting and Standstill Agreement, dated as of November 10, 2015, among Lions Gate Entertainment Corp., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., John C. Malone, MHR Fund Management, LLC, Liberty Global plc, Discovery Communications, Inc. and the affiliated funds of MHR Fund Management, LLC party thereto (incorporated by reference to Exhibit 10.2 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880) filed with the SEC on November 10, 2015).* |
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7(c) |
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Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery, Dr. John C. Malone, MHR Fund Management, LLC, Liberty, Discovery Communications, Inc. and the Mammoth Funds (as defined therein) (incorporated by reference to Exhibit 10.7 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880), filed with the Securities and Exchange Commission on July 1, 2016 (the Lions Gate Form 8-K)).* |
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7(d) |
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Stock Exchange Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Orion Arm Acquisition Inc. and the stockholders listed on Schedule 1 thereto (incorporated by reference to Exhibit 10.1 to the Lions Gate Form 8-K).* |
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7(e) |
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Voting Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 to the Lions Gate Form 8-K).* |
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7(f) |
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Form of Trading Plan (the trading schedule thereto to be furnished to the Securities and Exchange Commission upon request). |
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Previously filed. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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August 19, 2019 |
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Date |
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/s/ John C. Malone |
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John C. Malone |
Appendix A
Sale transactions during the period June 17, 2019 through August 16, 2019
The table below specifies the date, quantity, weighted-average sale price and range of price per share of Class A Voting Shares of Lions Gate Entertainment Corp, sold by Mr. Malone during the period June 17, 2019 through August 16, 2019. Mr. Malone undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price. All of the transactions were effected on the New York Stock Exchange or through Electronic Communication Networks.
Date of Transaction |
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Number of Shares of |
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Weighted-Average |
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Range of Price Paid Per |
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8/13/2019 |
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26,013 |
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12.2767 |
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12.22 - 12.305 |
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8/14/2019 |
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118,625 |
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11.60709 |
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11.42 12.09 |
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8/15/2019 |
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110,421 |
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11.18770 |
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11.01 11.69 |
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8/16/2019 |
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100,000 |
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11.04889 |
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10.87 11.21 |
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EXHIBIT INDEX
Exhibit |
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Description |
7(a) |
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Stock Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate Entertainment Corp., LG Leopard Canada LP, the Malone Family Land Preservation Foundation, the Malone Family Foundation, the John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.1 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880) filed with the SEC on February 11, 2015).* |
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7(b) |
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Voting and Standstill Agreement, dated as of November 10, 2015, among Lions Gate Entertainment Corp., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., John C. Malone, MHR Fund Management, LLC, Liberty Global plc, Discovery Communications, Inc. and the affiliated funds of MHR Fund Management, LLC party thereto (incorporated by reference to Exhibit 10.2 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880) filed with the SEC on November 10, 2015).* |
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7(c) |
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Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery, Dr. John C. Malone, MHR Fund Management, LLC, Liberty, Discovery Communications, Inc. and the Mammoth Funds (as defined therein) (incorporated by reference to Exhibit 10.7 to Lions Gate Entertainment Corp.s Current Report on Form 8-K (File No. 001-14880), filed with the Securities and Exchange Commission on July 1, 2016 (the Lions Gate Form 8-K)).* |
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7(d) |
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Stock Exchange Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Orion Arm Acquisition Inc. and the stockholders listed on Schedule 1 thereto (incorporated by reference to Exhibit 10.1 to the Lions Gate Form 8-K).* |
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7(e) |
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Voting Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 to the Lions Gate Form 8-K).* |
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7(f) |
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Form of Trading Plan. |
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Previously filed. |
John C. Malone 1995 Revocable Trust John C. Malone, Trustee N/A * * X * * X * * X * * * *
Starz Merger w/ Lions Gate 08/13 - 12/31/2019 1,800,000 12/08/2016 08/13/2019 Limit * *
10b5-1 TRADING PLAN SECTION 7(A) TRADES (see infra): If Broker cannot effect any sale of Shares for any of the reasons described in Section ?(A) of the Tenns and Conditions of this Trading Plan, then Broker should: ( check no more than Q!l!LOfthe following): o execute the sale on the next possible business day o cancel the sale and add the resulting unsold Shares to the number of Shares to be sold on the next Date of Sale on the same sale grid above. o cancel the sale altogether and proceed only Vvith sale instructions corresponding to the later Dates of Sale on the same sale grid above. 3 of? Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE,SIPC. Accounts carried by National FinancialServices LLC. Member NYSE, SIPC.
08/13/2019 08/13/2019
of this Trading Plan and the performance of the obligations of Customer cancelled and shallnot be executed pursuant to this Trading Plan. are necessary to authorize and approve this Trading Plan and the this Trading Plan meets the requirements of Rule 1Ob5-1(c) and any other executed by Customer and constitutes its valid and binding obligation, (B) Customer agrees to comply with all applicable laws in connection INith waiver, authorization or approval of any person or entity other than construed as to impose upon Broker any obligation to exercise discretion (D) Customer is not aware of any material nonpublic information concerning Customer agrees to indemnify and hold harmless Broker, its affiliates and approval or acknowledgement of Issuer's Authorized Representative to enter this Trading Plan, including, 'IIVithout limitation, any inaccuracy of any (E) Customer agrees that Customer shall not, cirectly or indirectly, Customer herein, any breach by Customer of this Tradni g Plan or any securities to any employee of Broker or its affiliates. that any such Losses arise out of acts of gross negilgence, bad faith or willful policies and procedures to ensure that the individuals authorized to enter into obligations hereunder. Customer will reimburse Broker for any and all fees, material nonpublic information concerning Issuer or its securities, and, to the any such Losses. This indemnification shall survive termination of this knowledge at any time prior to the Effective Date that any of the (A) Governing Law. This Tradni g Plan shall be construed, performed and respect. York, INithout giving effect to the principles of conflicts of laws thereof. The Customer INill not enter into any new, or change any existing, corresponding County of New York, State of New York or the United States of America for Trading Plan for so long as this Trading Plan is in effect. judicial forum for the adjudication of any matters arising under or in (A) Customer understands that Broker may not be able to effect a (B) Severability. In the event that any provision of this Trading Plan is the "Limits to our Responsibility" or "Extraordinary Events" sections of the or unenforceable, said provision shall survive to the extent it is not so legal, regulatory or contractual restriction or suspension applicable to full force and effect. volume limitations of Rule 144); (iii) failure of Broker to receive Shares, terminated only in writing and signed and dated by Customer and Broker and shares for deposit into Customer's account,if applicable, \'Alether or not such to constitute the creation of a new Trading Plan and as such Customer shall any other agreement to \'Alich Broker is not a controlling party; (iv) if this representation and warranty set forth in Section 5 of this Trading Plan. a market order with respect to Shares subject to Options, failure of the under this Trading Plan shall be in writing and shall be deemed to have been 10b5-1 TRADING PLAN election, as opposed to specifying on the Trading Schedule an actualnumber market price for such Shares to exceed the exercise price of such Options on of shares that Broker should sell, Customer shall provide written notice to the exercise date or (v) a suspension, expiration, termination or unavailability Broker and to Issuer's Authorized Representative of such contribution of any applicable registration statement related to Issuer. If Broker cannot election change or termination as soon as practicable but in any event no effect any trade in Shares for any of the reasons described herein, then later than two (2) business days after Customer effects any such change, Broker shall follow Customer's instructions set forth on the Trading Schedule \'Alich witten notice must be accompanied by Customer's representation with respect to such trade(s). that: (a) Customer was not in possession of any material nonpublic (B) Broker shall suspend trading under this Trading Plan, in \'Alole or in part information concerning Issuer or its securities \'Alen Customer effected such as appropriate, upon receipt of at least tVvO business days' prior written notice change, and (b) such change was made in good faith and not as a part of a by Issuer's Authorized Representative that the Issuer has imposed trading plan or scheme to evade compliance INith the federal securities laiNS. restrictions on the Customer (a "Trading Suspension Notice"). Broker shall 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF lift any such trading suspension as soon as practicable after receipt of written CUSTOMERnotice from Issuer's Authorized Representative that such Issuer Restrictions Customer makes the following representations, warranties and covenants to have terminated (a "Trading Suspension Release"). Broker shall resume Broker as of the Customer Execution Date through and including the effecting trades in accordance with this Trading Plan as soon as practicable Effective Date: after delivery of the Trading Suspension Release. Any unexecuted trades (A) Customer has all requisite power and authority to adopt this Trading that would have been executed in accordance with the terms of the Trading Plan and to cany out its obligations hereunder. The execution and delivery Schedule but for the Trading Suspension Notice shall be deemed to be hereunder have been duly authorized and approved by all necessary action 8. LEGAL COMPLIANCE;AGENT DUTIES on the part of Customer, and no other proceedings on the part of Customer (A) Customer agrees that Customer is responsible to determine ....nether transactions contemplated hereby. This Trading Plan has been duly applicable federal or state laws or rules. enforceable against it in accordance 'IIVith its terms. the performance of this Trading Plan, including, 'IIVithout limitation, Sections (B) The execution, delivery and performance by Customer of this Trading 13 and 16 of the Exchange Act and the respective rules and regulations Plan does not, directly or indirectly (INith or 'IIVithout notice or lapse of time), promulgated thereunder. contravene, conflict with, or result in a violation of any of the terms or (C) Customer agrees that Broker is acting solely as agent for Customer and requirements of any legal or contractual requirement or order to \'Alich shall not by reason thereof assume any fiduciary or advisory relationship INith Customer may be subject, nor does this Trading Plan require any consent, Customer rightly borne by Issuer. Nothing in this Trading Plan shall be Customer, Issuer and Broker. Customer shall immediately notify Broker if over how,IMlen or \'Alether to effect trades in the Shares. Customer becomes subject to a legal, regulatory or contractualrestriction or (D) Customer is responsible for consulting with his or her own advisers as undertaking that would prevent Broker from carrying out its obligations under to the legal,tax,business,financial and related aspects of, and has not relied this Trading Plan. on Broker or any person affiliated with Broker in connection with Customer's (C) Neither the Customer Execution Date nor the Effective Date falls within adoption and implementation of, this Trading Plan. any blackout period of Issuer. 9. INDEIW-IIFICATION;LIMITATION OF LIABILITY Issuer or its securities. Customer is entering into this Trading Plan in good their respective directors, officers and employees from and against all claims, faith and not as a part of a plan or scheme to evade compliance INith the losses, damages, costs and liabilities (including, 'IIVithout limitation, any legal federal securities laws. Customer is currently permitted to trade in Shares in or other expenses incurred in connection INith defending or investigating any accordance with Issuer's insider trading policies and has obtained the such action or claim) (collectively, "Losses") arising out of or attributable to into this Trading Plan. representation, warranty, statement of agreement or understanding made by communicate any material nonpublic information relating to the Issuer or its violation by Customer of applicable laws or regulations, except to the extent (F) If Customer is an institution, Customer has implemented reasonable misconduct on the part of Broker or any of its affiliates in performing their this Trading Plan on its behalf are not aware, as of the Effective Date, of any costs and expenses of any kind reasonably incurred by Broker as a result of knowledge of Customer, no such individual is aware of any such information. Trading Plan. (G) Customer agrees to notify Broker promptly if Customer obtains 10. GENERAL PROVISIONS representations or warranties in this Section 5 are untrue or inaccurate in any enforced in accordance INith, and governed by, the laws of the State of New 6. HEDGING TRANSACTIONS parties hereto irrevocably consent to the jurisdiction of the courts of the or hedging transaction or position with respect to the Shares subject to this the Southern District of New York and elect such court or courts as the sole 7. MARKET DISRUPTION AND TRADING RESTRICTIONS connection INith this Trading Plan. transaction under this Trading Plan due to (i) any of the events described in declared by any court or other judicial or administrative body to be null, void Customer Agreement, \'Alich is available for reference on Fidelity.com; (ii) a declared, and all of the other provisions of this Trading Plan shall remain in Customer, Customer's affiliates, Broker or Broker's affiliates (including the (C) Amendments. This Trading Plan may be amended, modified or including Company Stock Plan Shares, or delay in Broker's receipt of such acknov.1edged by Issuer. Such amendment or modification shall be deemed failure or delay is consistent with the terms of the Company Stock Plan, or be required to restate and reaffirm as of the date of such amendment, each Trading Plan covers Options, and on the Trading Schedule Customer places (D) Notices. All notices, requests, demands and other communications 5 of7 Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE,SIPC. Accounts carried by National FinancialServices LLC. Member NYSE, SIPC.
N/A /s/ John C. Malone /s/ Dan Hooper John C. Malone Dan Hooper Trustee VP 08/13/2019 08/13/2019
10b5-1 TRADING PLAN ISSUER ACKNOWLEDGEMENT ISSUER: -------------------------TO: Fidelity Brokerage Services LLC As a duly authorized representative of the Issuer, I hereby represent that I have reviewed the attached 1Ob5-1 Trading Plan of dated , confirm that it is consistent with the Issuer's insider trading policies, and approve the designation of the Issuer's Authorized Representative or successor above. Acknowledged: ISSUER: By: Name: Title: Date: 7 of? Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE,SIPC. Accounts carried by National FinancialServices LLC. Member NYSE, SIPC.
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