Mark H. Md Rachesky - May 7, 2025 Form 4 Insider Report for Lionsgate Studios Corp. (LION)

Role: Director, 10%+ Owner
Signature: /s/ Janet Yeung as attorney in fact
Stock symbol: LION
Transactions as of: May 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/7/2025, 08:24 PM
Previous filing: May 7, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
RACHESKY MARK H MD	Director, 10%+ Owner	40 WEST 57TH STREET, FLOOR 24, NEW YORK	/s/ Janet Yeung as attorney in fact	2025-05-07	0001194368

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	LION	Common Shares	Other	$0	+219K		$0.00	219K	May 7, 2025	Direct	F1, F2
transaction	LION	Common Shares	Other	$0	+2.39M		$0.00	2.39M	May 7, 2025	See Footnotes	F1, F2, F3, F4, F14
transaction	LION	Common Shares	Other	$0	+310K		$0.00	310K	May 7, 2025	See Footnotes	F1, F2, F5, F14
transaction	LION	Common Shares	Other	$0	+1.47M		$0.00	1.47M	May 7, 2025	See Footnotes	F1, F2, F6, F7, F14
transaction	LION	Common Shares	Other	$0	+3.7M		$0.00	3.7M	May 7, 2025	See Footnotes	F1, F2, F8, F9, F14
transaction	LION	Common Shares	Other	$0	+25.2M		$0.00	25.2M	May 7, 2025	See Footnotes	F1, F2, F10, F11, F14
transaction	LION	Common Shares	Other	$0	+4.61M		$0.00	4.61M	May 7, 2025	See Footnotes	F1, F2, F12, F13, F14

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 6, 2025, in connection with the consummation of the transactions contemplated by the Arrangement Agreement, dated as of January 29, 2025, as amended by an amending agreement dated March 12, 2025, by and among the Issuer (f/k/a Lions Gate Entertainment Corp. or "LGEC"), Lionsgate Studios Corp. ("New Lionsgate") (f/k/a Lionsgate Studios Holding Corp.), LG Sirius Holdings ULC and Lionsgate Studios Holding Corp. (f/k/a Lionsgate Studios Corp.), each share of the LGEC's Class A voting shares and Class B non-voting shares, without par value, held by the Reporting Person were exchanged for (i) New Lionsgate common shares, without par value, pursuant to the Initial Share Exchange and Second Share Exchange
F2	(Continued from footnote 1) (as defined in the Issuer's joint proxy statement/prospectus included in the Registration Statement on Form S-4, as declared effective by the U.S. Securities and Exchange Commission on March 14, 2025 (the "Form S-4")) and (ii) Starz Entertainment Corp. common shares, without par value, pursuant to the Initial Share Exchange, Second Share Exchange and Reverse Stock Split (as defined in the Form S-4).
F3	These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 4)
F4	Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F5	These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F6	These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 7)
F7	Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F8	These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 9)
F9	Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F10	These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11)
F11	Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F12	These shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13)
F13	Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F14	The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales, Liberty Global Ltd., Bermuda exempted company limited by shares, Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales, Warner Bros. Discovery, Inc., a Delaware corporation, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Institutional Partners IV and Fund Management, but as to which they have no pecuniary interest.