Filing Details

Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 23)*

 

 

Lions Gate Entertainment Corp.

(Name of Issuer)

Class A Voting Shares, no par value

(Title of Class of Securities)

535919401

(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42^nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

(Continued on following pages)

(Page 1 of 15 Pages)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

Table of Contents

CUSIP No. 535919401		13D		Page 2 of 15 Pages

 

1		NAMES OF REPORTING PERSONS   MHR INSTITUTIONAL PARTNERS III LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER   11,874,474
				8		SHARED VOTING POWER   0 (1)
				9		SOLE DISPOSITIVE POWER   11,874,474
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,874,474 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.1% (1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

(1)

This amount does not reflect any Class A Voting Shares held by Discovery Lightning Investments Ltd. (Discovery), Liberty Global Incorporated Limited (Liberty), John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

---

Table of Contents

CUSIP No. 535919401		13D		Page 3 of 15 Pages

 

1		NAMES OF REPORTING PERSONS   MHR INSTITUTIONAL ADVISORS III LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   11,874,474
				8		SHARED VOTING POWER   0 (1)
				9		SOLE DISPOSITIVE POWER   11,874,474
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   11,874,474 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.1% (1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

(1)

This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

---

Table of Contents

CUSIP No. 535919401		13D		Page 4 of 15 Pages

 

1		NAMES OF REPORTING PERSONS   MHR FUND MANAGEMENT LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   15,105,527
				8		SHARED VOTING POWER   0 (1)
				9		SOLE DISPOSITIVE POWER   15,105,527
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,105,527 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.2% (1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

(1)

This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

---

Table of Contents

CUSIP No. 535919401		13D		Page 5 of 15 Pages

 

1		NAMES OF REPORTING PERSONS   MHR HOLDINGS LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a):  ☐        (b):  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER   15,105,527
				8		SHARED VOTING POWER   0 (1)
				9		SOLE DISPOSITIVE POWER   15,105,527
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,105,527 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.2% (1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

(1)

This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

---

Table of Contents

CUSIP No. 535919401		13D		Page 6 of 15 Pages

 

1		NAMES OF REPORTING PERSONS   MARK H. RACHESKY, M.D.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a):  ☐        (b):  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				7		SOLE VOTING POWER   15,138,570
				8		SHARED VOTING POWER   0 (1)
				9		SOLE DISPOSITIVE POWER   15,138,570
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   15,138,570 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.2% (1)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN;HC

 

(1)

This amount does not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

---

Table of Contents

				Page 7 of 15 Pages

 

TABLE OF CONTENTS

 

Item 5.		Interest in Securities of the Issuer.			9
SIGNATURES					15

---

Table of Contents

				Page 8 of 15 Pages

 

This statement on Schedule 13D (this Statement) amends and supplements, as Amendment No. 23, the Schedule 13D filed on March 18, 2009 (the Original Schedule 13D), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (Amendment No. 1), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (Amendment No. 2), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (Amendment No. 3), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (Amendment No. 4), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (Amendment No. 5), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (Amendment No. 6), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (Amendment No. 7), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D (Amendment No. 8), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (Amendment No. 9), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D (Amendment No. 10), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D (Amendment No. 11), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (Amendment No. 12), on May 14, 2012 by Amendment No. 13 to the Original Schedule 13D (Amendment No. 13), on January 10, 2013 by Amendment No. 14 to the Original Schedule 13D (Amendment No. 14), on June 3, 2013 by Amendment No. 15 to the Original Schedule 13D (Amendment No. 15), on January 30, 2015 by Amendment No. 16 to the Original Schedule 13D (Amendment No. 16), on April 9, 2015 by Amendment No. 17 to the Original Schedule 13D (Amendment No. 17), on April 30, 2015 by Amendment No. 18 to the Original Schedule 13D (Amendment No. 18), on September 4, 2015 by Amendment No. 19 to the Original Schedule 13D (Amendment No. 19), on November 13, 2015 by Amendment No. 20 to the Original Schedule 13D (Amendment No. 20), on February 5, 2016 by Amendment No. 21 to the Original Schedule 13D (Amendment No. 21) and on July 1, 2016 by Amendment No. 22 to the Original Schedule 13D (Amendment No. 22) and together with Amendment No. 1 through Amendment No. 21 and the Original Schedule 13D, the Schedule 13D) and relates to common shares, no par value per share (the Common Shares), of Lions Gate Entertainment Corp. (the Issuer). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 22.

In connection with the consummation of the transactions contemplated by the Starz Merger Agreement, each Common Share was reclassified (the Reclassification) into 0.5 Class A voting share, no par value (the Class A Voting Shares) and 0.5 Class B non-voting share, no par value (the Class B Non-Voting Shares). This Statement is being filed to report the updated beneficial ownership of the Reporting Persons following the Reclassification and consummation of the transactions contemplated by the Merger Agreement.

---

Table of Contents

				Page 9 of 15 Pages

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The percentages set forth in this Statement are based on 78,805,927 Class A Voting Shares outstanding immediately following the consummation of the Reclassification and the transactions contemplated by the Merger Agreement, as reported by the Issuer to the Reporting Persons.

All references to percentage beneficial ownership in Item 1 and this Item 5 are calculated by reference only to the Class A Voting Shares and without reference to the Class B Non-Voting Shares. Reference to the Class B Non-Voting Shares in the footnotes to this Item 5(a) are made supplementally and for informational purposes only.

(a) (i) Master Account may be deemed to be the beneficial owner of 698,384¹ Class A Voting Shares (approximately 0.9% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 698,384 Class A Voting Shares held for its own account.

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 93,309² Class A Voting Shares (approximately 0.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 93,309 Class A Voting Shares held for its own account.

(iii) Advisors may be deemed to be the beneficial owner of 791,693³ Class A Voting Shares (approximately 1.0% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 698,384 held for the account of Master Account and (B) 93,309 held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed to be the beneficial owner of 693,138⁴ Class A Voting Shares (approximately 0.9% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 693,138 Class A Voting Shares held for its own account.

 

 

1	In addition, Master Account may be deemed the beneficial owner of 698,384 Class B Non-Voting Shares held for its own account.

2	In addition, Capital Partners (100) may be deemed the beneficial owner of 93,309 Class B Non-Voting Shares held for its own account.

3	In addition, Advisors may be deemed the beneficial owner of 791,693 Class B Non-Voting Shares held for the accounts of Master Account and Capital Partners (100).

4	In addition, Institutional Partners II may be deemed the beneficial owner of 693,138 Class B Non-Voting Shares held for its own account.

---

Table of Contents

				Page 10 of 15 Pages

 

(v) Institutional Partners IIA may be deemed to be the beneficial owner of 1,746,222⁵ Class A Voting Shares (approximately 2.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,746,222 Class A Voting Shares held for its own account.

(vi) Institutional Advisors II may be deemed to be the beneficial owner of 2,439,360⁶ Class A Voting Shares (approximately 3.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 693,138 Class A Voting Shares held for the account of Institutional Partners II and (B) 1,746,222 Class A Voting Shares held for the account of Institutional Partners IIA.

(vii) Institutional Partners III may be deemed to be the beneficial owner of 11,874,474⁷ Class A Voting Shares (approximately 15.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 11,874,474 Class A Voting Shares held for its own account.

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 11,874,474⁸ Class A Voting Shares (approximately 15.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 11,874,474 Class A Voting Shares held for the account of Institutional Partners III.

(ix) MHRC may be deemed the beneficial owner of 791,693⁹ Class A Voting Shares (approximately 1.0% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in Item 5(a)(iii) by virtue of MHRCs position as the managing member of Advisors.

(x) MHRC II may be deemed the beneficial owner of 2,439,360¹⁰ Class A Voting Shares (approximately 3.1% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in Item 5(a)(vi) by virtue of MHRC IIs position as the managing member of Institutional Advisors II.

 

 

5	In addition, Institutional Partners IIA may be deemed the beneficial owner of 1,746,222 Class B Non-Voting Shares held for its own account.

6	In addition, Institutional Advisors II may be deemed the beneficial owner of 2,439,360 Class B Non-Voting Shares held for the accounts of Institutional Partners II and Institutional Partners IIA.

7	In addition, Institutional Partners III may be deemed the beneficial owner of 11,874,474 Class B Non-Voting Shares held for its own account.

8	In addition, Institutional Advisors III may be deemed the beneficial owner of 11,874,474 Class B Non-Voting Shares held for the account of Institutional Partners III.

9	In addition, MHRC may be deemed the beneficial owner of 791,693 Class B Non-Voting Shares by virtue of MHRCs position as the managing member of Advisors.

10	In addition, MHRC II may be deemed the beneficial owner of 2,439,360 Class B Non-Voting Shares by virtue of MHRC IIs position as the managing member of Institutional Advisors II.

---

Table of Contents

				Page 11 of 15 Pages

 

(xi) Fund Management may be deemed to be the beneficial owner of 15,105,527¹¹ Class A Voting Shares (approximately 19.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in this Item 5 by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

(xii) MHR Holdings may be deemed the beneficial owner of 15,105,527¹² Class A Voting Shares (approximately 19.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Class A Voting Shares otherwise described in this Item 5(a) by virtue of MHR Holdings position as the managing

member of Fund Management.

(xiii) Dr. Rachesky may be deemed to be the beneficial owner of 15,138,570¹³ Class A Voting Shares (approximately 19.2% of the total number of Class A Voting Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) all of the Class A Voting Shares otherwise described in this Item 5 by virtue of Dr. Racheskys position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 253 restricted share units, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest on September 9, 2017, (C) 432 restricted share units, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017, (D) 1,221 restricted share units, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 13, 2017 and (D) 31,137 Class A Voting Shares held directly.

(xiv) The amounts set forth above in clauses (i) through (xiii) of this Item 5 do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.

 

 

11

In addition, Fund Management may be deemed the beneficial owner of all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

12	In addition, MHR Holdings may be deemed the beneficial owner of all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of MHR Holdings position as the managing

13

In addition, Dr. Rachesky may be deemed the beneficial owner of (A) all of the Class B Non-Voting Shares otherwise described in the footnotes to this Item 5(a) by virtue of Dr. Racheskys position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 253 restricted share units, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest on September 9, 2017, (C) 432 restricted share units, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in two equal annual installments beginning on September 15, 2017, (D) 1,221 restricted share units, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual instalments beginning on September 13, 2017 and (D) 31,137 Class B Non-Voting Shares held directly.

---

Table of Contents

				Page 12 of 15 Pages

 

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 698,384 Class A Voting Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 698,384 Class A Voting Shares which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 93,309 Class A Voting Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 93,309 Class A Voting Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 791,693 Class A Voting Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 791,693 Class A Voting Shares which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 693,138 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 693,138 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.

(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 1,746,222 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 1,746,222 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

---

Table of Contents

				Page 13 of 15 Pages

 

(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 2,439,360 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 2,439,360 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 11,874,474 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 11,874,474 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 11,874,474 Class A Voting Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 11,874,474 Class A Voting Shares which may be deemed to be beneficially owned by

Institutional Advisors III as described above.

(ix) MHRC may be deemed to have (x) the sole power to direct the disposition of the 791,693 Class A Voting Shares which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 791,693 Class A Voting Shares which may be deemed to be beneficially owned by MHRC as described above.

(x) MHRC II may be deemed to have (x) the sole power to direct the disposition of 2,439,360 Class A Voting Shares which may be deemed to be beneficially owned by MHRC II as described above, and (y) the sole power to direct the voting of 2,439,360 Class A Voting Shares which may be deemed to be beneficially owned by MHRC II as described above.

(xi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 15,105,527 Class A Voting Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 15,105,527 Class A Voting Shares which may be deemed to be beneficially owned by Fund Management as

described above.

(xii) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of the 15,105,527 Class A Voting Shares which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 15,105,527 Class A Voting Shares which may be deemed to be beneficially owned by MHR Holdings as described above.

(xiii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 15,138,570 Class A Voting Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 15,138,570 Class A Voting Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

 

---

Table of Contents

				Page 14 of 15 Pages

 

(c) See the introductory paragraphs to this Statement.

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Class A Voting Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable

---

Table of Contents

				Page 15 of 15 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: December 9, 2016