LGF.A Lions Gate Entertainment Corp

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 20, 2015 (the “Original Schedule 13D”) and amended by Amendment No. 1 filed June 30, 2016 (“Amendment No. 1”), Amendment No. 2 filed February 10, 2017 (“Amendment No. 2”), Amendment No. 3 filed September 3, 2019 (“Amendment No. 3”) and Amendment No. 4 filed September 6, 2019 (“Amendment No. 4”), with respect to the Issuer (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Schedule 13D. Unless specifically amended hereby, the disclosure set forth in the Schedule 13D remains unchanged.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Statement is being filed by Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Global”) and Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited), a private limited company organized under the laws of England and Wales and a wholly-owned subsidiary of Liberty Global (“LGVL” or “LGIL”, and, together with Liberty Global, the “Reporting Persons” and each a “Reporting Person”).

The address of the principal office of the Reporting Persons is Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom.

Liberty Global operates internationally with its principal business activities being the provision of video, broadband internet, fixed-line telephony and mobile services. LGVL is a wholly-owned subsidiary of Liberty Global whose principal business activity is to hold investments as part of Liberty Global’s venture capital business.

During the last five years, neither of the Reporting Persons (a) has been convicted in a criminal proceeding or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Set forth on Schedule I to this Statement, and incorporated herein by reference, are the (a) name, (b) business address, (c) present principal occupation or employment, (d) name, principal business and address of any corporation or other organization in which such occupation or employment is conducted and (e) citizenship, in each case, of each director and executive officer of the Reporting Persons.

During the last five years, to the best of the knowledge of each Reporting Person, none of such Reporting Person’s directors or executive officers (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The agreement among the Reporting Persons relating to the joint filing of this Statement is included as Exhibit 99.8 to this Statement.

Item 3 of the Schedule 13D is hereby amended and supplemented by appending the following thereto:

LGVL holds a portion of the Shares subject to a loan and collar arrangement under which such Shares are pledged as collateral to Bank of America. The collar has been an effective economic hedge against the price deterioration of such Shares observed since it, and the loan, was put in place at the time of acquisition in November 2015. LGVL delivered a notice to Bank of America on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, LGVL will have unencumbered ownership of all of its Shares in Lions Gate. No increase in LGVL’s ownership will occur as a result of the paying off and unwinding of these arrangements – LGVL will continue to own the Shares but no longer subject to a pledge.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b)

The responses of each Reporting Person to Rows (7) through (13) of their respective cover pages to this Statement are incorporated herein by reference.

LGVL holds all 4,049,972 of the Voting Shares directly. Because LGVL is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the 4,049,972 Voting Shares and share voting and dispositive power over the Voting Shares with LGVL.

The present ability of the Reporting Person to dispose of the Pledged Shares is limited by the Pledge Agreement (defined in Item 6 of this Statement). See the description of the Pledge Agreement in Item 6 of this Statement, which is incorporated herein by reference.

The Reporting Persons are required to vote the Voting Shares in respect of certain matters in accordance with the Voting and Standstill Agreement. See the description of the Voting and Standstill Agreement in Item 6 of this Statement, which is incorporated herein by reference.

The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Seller Funds or their affiliates (including MHR and Mark H. Rachesky, M.D., the Chairman of the Issuer’s Board (“Dr. Rachesky”)), John C. Malone chairman of the board of directors of Liberty Global (“Dr. Malone”), Discovery or DLIL (together, the “Other Parties”). As a result of the Investor Rights Agreement and Voting and Standstill Agreement described in Item 6 of this Statement, the Reporting Persons may be deemed to beneficially own and share voting and/or dispositive power over the Shares beneficially owned by the Other Parties and their respective affiliates.

Based on a Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2020, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the Seller Funds) and Dr. Rachesky beneficially own an aggregate of 19,309,564 Voting Shares (approximately 23.3% of the total number of Voting Shares outstanding). Based on a Schedule 13D filed with the SEC on October 2, 2019 by Dr. Malone, Dr. Malone does not beneficially own any Voting Shares. Based on a Schedule 13D filed with the SEC on March 26, 2020 by Discovery, Discovery and DLIL beneficially own an aggregate of 2,500,000 Voting Shares (approximately 3.0% of the total number of Voting Shares outstanding).

This Statement is not an admission or acknowledgment that the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Act with any or all of the Other Parties.

(c)

Not applicable.

(d)

LGVL is obligated to share with Bank of America the economic benefit of any dividends paid on the Pledged Shares during the term of the pledge. See the description of the Pledged Shares and the Pledge Agreement in Item 6 of this Statement, which is incorporated herein by reference.

(e)

Not applicable.

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.

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF LIBERTY GLOBAL

The name, citizenship, business address, and present principal occupation or employment of each of the executive officers and directors of Liberty Global are set forth below.

Executive Officers of Liberty Global plc

Directors of Liberty Global plc

EXECUTIVE OFFICERS AND DIRECTORS OF LGVL

The name, business address, and present principal occupation or employment of each of the executive officers and directors of LGVL are set forth below.

Executive Officers of Liberty Global Ventures Limited

None.

Directors of Liberty Global Ventures Limited

EXHIBIT INDEX