4//SEC Filing
Discovery Lightning Investments LTD 4
Accession 0001209191-20-021256
CIK 0000929351other
Filed
Mar 25, 8:00 PM ET
Accepted
Mar 26, 4:29 PM ET
Size
17.3 KB
Accession
0001209191-20-021256
Insider Transaction Report
Form 4
Transactions
- Other
Put option (right to sell)
2020-03-24−1,666,667→ 0 total(indirect: By subsidiary)Exercise: $33.17→ Units of Class A Voting Shares and Class B Non-Voting Shares (1,666,667 underlying) - Other
Call option (obligation to sell)
2020-03-24−1,666,667→ 0 total(indirect: By subsidiary)Exercise: $52.68→ Units of Class A Voting Shares and Class B Non-Voting Shares (1,666,667 underlying)
Transactions
- Other
Put option (right to sell)
2020-03-24−1,666,667→ 0 total(indirect: By subsidiary)Exercise: $33.17→ Units of Class A Voting Shares and Class B Non-Voting Shares (1,666,667 underlying) - Other
Call option (obligation to sell)
2020-03-24−1,666,667→ 0 total(indirect: By subsidiary)Exercise: $52.68→ Units of Class A Voting Shares and Class B Non-Voting Shares (1,666,667 underlying)
Footnotes (9)
- [F1]On March 17, 2020, Tranche 2 and Tranche 3 of the Transaction (as defined and described below) were cancelled pursuant to the Termination Agreement (as defined and described below). As a result, the Reporting Person will receive $44,331,834.40 in cash from the Bank based on the volume weighted average price of the Class A Voting Shares between March 18, 2020 and March 24, 2020 pursuant to the terms of the Termination Agreement.
- [F2]As reported on a previously filed Form 4, on November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery, Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. In connection with a reclassification of the Issuer's common shares, pursuant to a notice dated February 10, 2017 given by the Bank, the terms of the Transaction were adjusted in a transaction exempt under Rule 16b-7 to reflect the reclassification, with no changes to the economic rights and obligations of either Discovery or the Bank. As adjusted, the Transaction related to 2,500,000 units, each consisting of 0.5 Class A Voting Shares and 0.5 Class B Non-Voting Shares, for an aggregate of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares.
- [F3]The Transaction was divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. As reported on previously filed Forms 4, the Components constituting Tranche 1 were exercised or expired between July 25, 2019 and August 28, 2019.
- [F4]On the relevant expiration date for each Component: the call option will automatically be exercised if the Settlement Price is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the reference price is less than or equal to $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the reference price is greater than the Put Strike Price but less than the Call Strike Price.
- [F5]The "Settlement Price" means the sum of (i) the volume weighted average trading price of a Class A Voting Share multiplied by 0.5 and (ii) the volume weighted average trading price of a Class B Non-Voting Share multiplied by 0.5, in each case on the expiration date for the relevant Component. The options will be settled in cash unless Discovery elects physical settlement.
- [F6]Each Component related to 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares) in the case of Tranche 1 and Tranche 2 and 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares in the case of Tranche 3).
- [F7]On March 17, 2020, Discovery and the Bank entered into a termination agreement (the "Termination Agreement"), pursuant to which the remaining options under Tranche 2 and Tranche 3 of the Transaction were canceled.
- [F8]As reported on a previously filed Form 4, in exchange for the Bank's entering into the Transaction, Discovery paid the Bank a premium of $3,599,595 and pledged 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares of the Issuer to the Bank to secure its obligations under the Transaction. In connection with settlement of the put options in Tranche 1, described above, the number of pledged shares was reduced to cover 833,334 Class A Voting Shares and 833,334 Class B Non-Voting Shares. In connection with the Termination Agreement, Discovery's pledge of 833,333 Class A Voting Shares and 833,334 Class B Non-Voting Shares was fully released and discharged.
- [F9]The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.
Documents
Issuer
LIONS GATE ENTERTAINMENT CORP /CN/
CIK 0000929351
Entity typeother
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001658101
Filing Metadata
- Form type
- 4
- Filed
- Mar 25, 8:00 PM ET
- Accepted
- Mar 26, 4:29 PM ET
- Size
- 17.3 KB