LGF.A Lions Gate Entertainment Corp

This Amendment No. 6 (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”), Amendment No. 4 filed September 6, 2019 (“Amendment No. 4”) and Amendment No. 5 filed September 8, 2020 (“Amendment No. 5”), with respect to the Issuer (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, 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 3 of the Schedule 13D is hereby amended and supplemented by appending the following thereto:

Between September 11, 2020 (the “Early Termination Start Date”) and September 18, 2020 (the “Early Termination End Date”), in response to the notice delivered by LGVL to Bank of America on September 4, 2020 (the “Early Termination Notice”) to begin paying off and unwinding the loan and collar arrangements under the PPV Transaction, Bank of America unwound all of the Components of Tranches 2 and 3 (each as defined in Item 6 of this Statement) of the PPV Transaction. On each trading day during such period (each, an “Early Settlement Date”), Liberty Global cash settled a pro rata portion of such Components by paying to Bank of America an amount in cash (from cash on hand). The amount paid by Liberty Global to Bank of America to cash settle the applicable Components on each Early Settlement Date was as follows:

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 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)

Between the Early Termination Start Date and the Early Termination End Date, inclusive, pro rata portions of the 50 Components of Tranches 2 and 3 of the PPV Transaction were cash settled on successive trading days, as described in the last paragraph of Item 3, which is incorporated herein by reference.

(d)

Not applicable.

(e)

Not applicable.

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information:

Between the Early Termination Start Date and the Early Termination End Date, in response to the Early Termination Notice, Bank of America unwound all of the Components of Tranches 2 and 3 of the PPV Transaction. On each Early Settlement Date, Liberty Global cash settled a pro rata portion of such Components, and the number of Pledged Shares was reduced by 277,778 Shares (or, in the case of the last such pro rata portion, 277,777 Shares). Following the settlement of the last such pro rata portion on the Early Termination End Date, the number of Pledged Shares was reduced to zero.

On the Early Termination End Date, upon satisfaction by LGVL of all of its obligations, covenants and agreements to Bank of America under the PPV Confirmation and the ISDA 2002 Master Agreement, the Pledge Agreement and the rights granted by LGVL to Bank of America in the Pledged Shares ceased and terminated.

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.

EXHIBIT INDEX