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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LIONS GATE ENTERTAINMENT CORP /CN/ 2700 COLORADO AVENUE SANTA MONICA, CA 90404 |
X | |||
| LG Sirius Holdings ULC C/O LIONS GATE ENTERTAINMENT CORP. 2700 COLORADO AVENUE SANTA MONICA, CA 90404 |
X | |||
| Lions Gate Entertainment Corp., By: /s/ James W. Barge, Chief Financial Officer | 05/15/2024 | |
| **Signature of Reporting Person | Date | |
| LG Sirius Holdings ULC, By: /s/ Adrian Kuzycz, President | 05/15/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Acquired pursuant to the Business Combination Agreement, dated as of December 22, 2023, as amended on April 11, 2024 and May 9, 2024, by and among LGEC, Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company, LG Sirius, and LG Orion Holdings ULC, a British Columbia unlimited liability company (the "BCA"). The number of Common Shares shares issued the Reporting Persons was calculated by dividing the StudioCo Issuance Equity Value (as defined in BCA) by $10.70 pursuant to and in accordance with the BCA. |
| (2) | The common shares, without par value, of Lionsgate Studios Corp. (the "Common Shares") are owned indirectly by Lions Gate Entertainment Corp., a British Columbia corporation ("LGEC") and directly by LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of LGEC ("LG Sirius"). |
| (3) | This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person") in connection with the issuance of the Common Shares: (i) LGEC and (ii) LG Sirius. LGEC is the sole shareholder of LG Sirius. |