Form 4: Lionsgate Studios Corp. Director Susan McCaw Reports Changes in Beneficial Ownership
SEC Form 4
Director Susan McCaw reports changes in beneficial ownership of Lionsgate Studios Corp. common shares following transactions related to the Arrangement Agreement.
Summary
- On May 9, 2025, Susan McCaw, a director of Lionsgate Studios Corp., reported changes in her beneficial ownership of the company's common shares.
- These changes are related to the Arrangement Agreement dated January 29, 2025, as amended on March 12, 2025.
- As part of the agreement, equity awards from Lions Gate Entertainment Corp. (LGEC) were converted into Lionsgate Studios Corp. awards under the New Lionsgate 2025 Plan.
- McCaw acquired 21,809 common shares at $0 and disposed of 80,919 shares.
- Following these transactions, McCaw beneficially owns 80,919 common shares, including 21,809 restricted share units (RSUs).
- The RSUs are scheduled to vest on September 13, 2025 (1,743 RSUs) and November 29, 2025 (20,066 RSUs).
Sentiment
Score: 7
Explanation: The document is a routine regulatory filing related to a corporate transaction. While it doesn't contain overtly positive or negative information, the completion of the Arrangement Agreement is generally a positive step for the company.
Future Outlook
The document does not contain specific forward-looking statements beyond the vesting schedules of the RSUs.
Industry Context
This filing reflects the completion of a corporate restructuring or spin-off, where equity awards are adjusted to reflect the new corporate structure. This is a common practice in such transactions to ensure that employees and directors retain their equity incentives.
Comparison to Industry Standards
- Equity award conversions are standard practice during corporate spin-offs or mergers, ensuring alignment of incentives for service providers in the new entity.
- Companies like Warner Bros. Discovery following the spin-off from AT&T, and DowDuPont following their merger, also underwent similar equity award adjustments.
- The specific terms of the conversion, such as preserving fair market value, are consistent with industry best practices to avoid unintended tax consequences or windfalls.
Stakeholder Impact
- Shareholders are impacted by the corporate restructuring and the associated changes in equity ownership.
- Service providers of Lionsgate Studios Corp. who held LGEC equity awards are impacted by the conversion of those awards into Lionsgate Studios Corp. awards.
Key Dates
| Date | Description |
|---|---|
| 2025-01-29 | Date of the Arrangement Agreement between Lionsgate Studios Holding Corp., Lions Gate Entertainment Corp., LG Sirius Holdings ULC, and Lionsgate Studios Holding Corp. |
| 2025-03-12 | Date of the amending agreement to the Arrangement Agreement. |
| 2025-05-06 | Consummation of the transactions contemplated by the Arrangement Agreement. |
| 2025-05-09 | Date of the transaction reported by Susan McCaw. |
| 2025-05-13 | Date of signature of the report. |
| 2025-09-13 | Vesting date for 1,743 RSUs. |
| 2025-11-29 | Vesting date for 20,066 RSUs. |
Keywords
beneficial ownership, Lionsgate Studios Corp., Susan McCaw, equity awards, common shares, Arrangement Agreement, RSUs, director
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