Form 4: Starz Entertainment Corp. Director John D. Harkey Jr. Reports Changes in Beneficial Ownership Following Arrangement Agreement
SEC Form 4 Filing
Director John D. Harkey Jr. reports changes in beneficial ownership of Starz Entertainment Corp. shares following the consummation of an arrangement agreement, involving share exchanges and conversions of equity awards.
Summary
- On May 6, 2025, John D. Harkey Jr., a director of Starz Entertainment Corp., reported changes in his beneficial ownership of the company's shares.
- This change occurred due to the consummation of an arrangement agreement dated January 29, 2025, and amended on March 12, 2025.
- As a result of the agreement, Harkey's Class A voting shares and Class B non-voting shares were exchanged for new common shares of New Lionsgate and Starz Entertainment Corp.
- Equity awards held by Harkey, as a director of both New Lionsgate and Starz, will be partially converted into awards of New Lionsgate and Starz under their respective 2025 plans.
- The conversion is intended to preserve the aggregate fair market value of the awards immediately before and after the conversion.
- Following the transaction, Harkey directly owns 0 Class A Voting Shares and 0 Class B Common Shares.
Sentiment
Score: 7
Explanation: The document describes a planned corporate action, which is generally neutral. The restructuring could be seen as positive for long-term value, but there's no immediate indication of significant positive or negative impact.
Future Outlook
The document outlines the completion of a transaction that restructures the equity ownership and awards within Starz Entertainment Corp. and New Lionsgate, suggesting a strategic realignment of the companies.
Industry Context
This announcement reflects corporate restructuring activity, which is common in the entertainment industry as companies seek to optimize their assets and market positions. Similar transactions can be seen with other media conglomerates spinning off or merging various divisions.
Stakeholder Impact
- Shareholders of Starz Entertainment Corp. will see their shares converted into shares of New Lionsgate and Starz.
- Employees and service providers of Starz will have their equity awards converted into awards of either New Lionsgate or Starz, depending on their future employment.
- Directors of Starz who will also serve as directors of New Lionsgate will have their equity awards partially converted into awards of both companies.
Key Dates
| Date | Description |
|---|---|
| January 29, 2025 | Date of the original Arrangement Agreement. |
| March 12, 2025 | Date of the amending agreement to the Arrangement Agreement. |
| May 6, 2025 | Date of the transaction and report of changes in beneficial ownership. |
| May 8, 2025 | Date of signature on the Form 4 filing. |
Keywords
Beneficial Ownership, Form 4, Starz Entertainment Corp, John D. Harkey Jr., Arrangement Agreement, Share Exchange, Equity Awards, New Lionsgate, Director
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