Form 4: Lionsgate Studios Corp.: Michael Burns Reports Changes in Beneficial Ownership

Sentiment:

SEC Form 4 Filing


Michael Burns, Vice Chair of Lionsgate Studios Corp., reports changes in beneficial ownership following transactions related to the arrangement agreement and conversion of equity awards.

Summary

  • Michael Burns, the Vice Chair of Lionsgate Studios Corp., filed a Form 4 detailing changes in his beneficial ownership of the company's securities.
  • The transactions are related to the arrangement agreement dated January 29, 2025, and amended on March 12, 2025, involving Lionsgate Studios Holding Corp., Lions Gate Entertainment Corp., and other entities.
  • Equity awards outstanding under Lions Gate Entertainment Corp.'s equity plans were converted into awards of Lionsgate Studios Corp. under the New Lionsgate 2025 Plan.
  • Burns acquired 454,270 common shares at $0, resulting in a total of 3,033,286 common shares beneficially owned.
  • He also holds non-qualified stock options and share appreciation rights, all fully vested and exercisable as of May 9, 2025.
  • The reported transactions include the acquisition of derivative securities such as non-qualified stock options and share appreciation rights.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document is a standard regulatory filing detailing changes in ownership. There are no explicit positive or negative implications for the company's performance.

Positives

  • The conversion of equity awards is intended to preserve the fair market value of such awards.
  • All derivative securities held by Burns are fully vested and exercisable as of May 9, 2025.

Industry Context

This filing is a routine disclosure related to executive compensation and ownership changes following a corporate transaction, which is common in the entertainment industry.

Comparison to Industry Standards

  • Executive compensation packages including stock options and share appreciation rights are standard practice in publicly traded entertainment companies like Lionsgate.
  • The vesting schedules and exercise prices of the options are typical for executive compensation plans in similar companies such as Paramount Global or Warner Bros. Discovery.
  • The conversion of equity awards following a merger or restructuring is a common practice to ensure continuity and maintain executive incentives, similar to what occurred during the Disney-Fox acquisition.

Stakeholder Impact

  • Shareholders are informed about changes in executive ownership, which can influence investor confidence.
  • Employees who hold equity awards are affected by the conversion of awards to the New Lionsgate 2025 Plan.

Key Dates

DateDescription
January 29, 2025Date of the original Arrangement Agreement.
March 12, 2025Date of the amending agreement to the Arrangement Agreement.
May 6, 2025Consummation of the transactions contemplated by the Arrangement Agreement.
May 9, 2025Date of the reported transactions and filing of Form 4.
May 13, 2025Date of signature on the Form 4 filing.
July 1, 2025First vesting date for 316,438 RSUs.
July 3, 2025First vesting date for 137,832 RSUs.
July 1, 2026Second vesting date for 316,438 RSUs.
July 3, 2026Second vesting date for 137,832 RSUs.
November 3, 2026Expiration date for several non-qualified stock options.
July 1, 2027Third vesting date for 316,438 RSUs.
June 7, 2028Expiration date for some non-qualified stock options.
December 18, 2030Expiration date for share appreciation rights.

Keywords

beneficial ownership, Lionsgate Studios Corp., Michael Burns, Form 4, equity awards, stock options, share appreciation rights, arrangement agreement

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