4//SEC Filing
Starz Acquisition LLC 4
Accession 0001507934-16-000221
CIK 0001507934operating
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 5:24 PM ET
Size
23.4 KB
Accession
0001507934-16-000221
Insider Transaction Report
Form 4
Zlotnik Carmi
Mg Dir Starz Ent & Starz Media
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2016-12-08−89,258→ 0 totalExercise: $18.93Exp: 2020-03-04→ Series A Common Stock (89,258 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−58,752→ 0 totalExercise: $27.41Exp: 2020-12-13→ Series A Common Stock (58,752 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−55,971→ 0 totalExercise: $33.22Exp: 2021-12-02→ Series A Common Stock (55,971 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−50,259→ 0 totalExercise: $33.68Exp: 2023-11-28→ Series A Common Stock (50,259 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−48,708→ 0 totalExercise: $33.16Exp: 2022-12-15→ Series A Common Stock (48,708 underlying) - Disposition to Issuer
Series A Common Stock
2016-12-08−55,754→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−5,490→ 0 totalExercise: $11.31Exp: 2019-03-02→ Series A Common Stock (5,490 underlying) - Disposition to Issuer
Series A Common Stock
2016-12-08−53,872→ 55,754 total - Disposition to Issuer
Stock Option (right to buy)
2016-12-08−148,442→ 0 totalExercise: $11.31Exp: 2019-03-02→ Series A Common Stock (148,442 underlying)
Footnotes (9)
- [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]Such shares represent unvested restricted shares. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each restricted stock award outstanding immediately prior to the effective time of the Merger was assumed and converted into an award of shares of restricted Lions Gate non-voting stock relating to a number of shares of Lions Gate non-voting stock equal to the product determined by multiplying the number of shares subject to such award by 1.3633 (rounded down to the nearest whole share), with the same terms and conditions as were applicable to each such restricted stock award immediately prior to the effective time of the Merger.
- [F3]This stock option was fully vested at the time of the Merger.
- [F4]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.
- [F5]The options vest in sixteen equal quarterly installments, with the first such installment vesting effective June 4, 2013.
- [F6]The options vest in sixteen equal quarterly installments, with the first such installment vesting effective March 13, 2014.
- [F7]The options vest in four annual installments, with such first installment vesting on December 2, 2015.
- [F8]The options vest in four annual installments, with such first installment vesting on December 15, 2016.
- [F9]The options vest in four annual installments, with such first installment vesting on December 15, 2017.
Documents
Issuer
Starz Acquisition LLC
CIK 0001507934
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001507934
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 5:24 PM ET
- Size
- 23.4 KB