Starz Acquisition LLC 4
4 · Starz Acquisition LLC · Filed Dec 12, 2016
Insider Transaction Report
Form 4
TANABE CHARLES Y
Executive Vice President
Transactions
- Disposition to Issuer
Series A Common Stock
2016-12-08−83,644→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−190,098→ 0 totalExercise: $13.32Exp: 2020-03-19→ Series A Common Stock (190,098 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 30, 2016 (as amended, the "Merger Agreement"), by and among Starz, Lions Gate Entertainment Corp. ("Lions Gate"), and Orion Arm Acquisition Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Lions Gate, on December 8, 2016, Merger Sub was merged with and into Starz, with Starz continuing as the surviving corporation and a wholly owned subsidiary of Lions Gate (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Starz Series A common stock was converted into the right to receive $18.00 in cash and 0.6784 of a Class B non-voting share of Lions Gate ("Lions Gate non-voting stock").
- [F2]This stock option was fully vested at the time of the Merger.
- [F3]In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each Starz stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of Lions Gate non-voting stock (rounded down to the nearest whole share) equal to the product determined by multiplying the number of options set forth in Column 5 of Table II by 1.3633, with a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing the per-share exercise price set forth in Column 2 of Table II by 1.3633, with substantially the same terms and conditions as were applicable to each option immediately prior to the effective time of the Merger.