Statement of Changes in Beneficial Ownership (4)
July 24 2020 - 5:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Berg Corii D. |
2. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/
[
LGF.B
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
LIONSGATE, 2700 COLORADO AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2020 |
(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Shares | | | | | | | | 0 | D | |
Class B Common Shares | 7/23/2020 | | A | | 4332 (1) | A | $0 | 57834 (2) | D | |
Class B Common Shares | 7/23/2020 | | F | | 1498 (3) | D | $7.35 | 56336 (2) | D | |
Class B Common Shares | 7/23/2020 | | A | | 68027 (4) | A | $0 | 124363 (5) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Non qualified stock options (right to buy) | $23.46 | 7/23/2020 | | A | | 4616 | | 7/23/2020 | 7/1/2028 | Class B Common Shares | 4616 (6) | $0 | 4616 | D | |
Non qualified stock options (right to buy) | $11.99 | 7/23/2020 | | A | | 7946 | | 7/23/2020 | 7/1/2029 | Class B Commn Shares | 7946 (6) | $0 | 7946 | D | |
Explanation of Responses: |
(1) | Shares issued upon vesting of restricted share performance units granted by the Issuer pursuant to the terms of an employment agreement with the reporting person, which are payable in an equal number of Class B common shares of the Issuer. |
(2) | Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 11,819 restricted share units that are scheduled to vest in three equal annual installments beginning May 15, 2021: (ii) 5,734 restricted share units that are scheduled to vest in two equal annual installments beginning July 21, 2021;(iii) 1,465 restricted share units that are scheduled to vest on July 1, 2021; and (iv) 24,691 restricted share units that are scheduled to vest on June 5, 2021. |
(3) | Represents common share withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 4,332 Class B restricted share performance units. The grant of the restricted share performance units is reported here and, pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan and the Issuer's policies, 1,498 Class B share were automatically canceled to cover certain of the reporting person's tax obligations. |
(4) | Represents restricted share units granted by the Issuer pursuant to the terms of an employment agreement with the reporting person. |
(5) | Amount incudes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 11,819 restricted share units that are scheduled to vest in three equal annual installments beginning May 15, 2021; (ii) 5,734 restricted share units that are scheduled to vest in two equal annual installments beginning July 1, 2021; (iii) 1,465 restricted share units that are scheduled to vest on July 1, 2021; (iv) 24,691 restricted share units that are scheduled to vest on June 5, 2021; and (v) 68,027 restricted share units that are scheduled to vest in three equal annual installments beginning July 23, 2021. |
(6) | The reporting person vested in performance options as to Class B common shares, as certain performance criteria for such year and tranches were met. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Berg Corii D. LIONSGATE 2700 COLORADO AVENUE SANTA MONICA, CA 90404 |
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| General Counsel |
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Signatures
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Corii D. Berg (By Adrian Kuzycz by Power of Attorney) | | 7/24/2020 |
**Signature of Reporting Person | Date |
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