Lionsgate director gets 13,405 RSUs at $11.19
Director and ten percent owner Mark H. Rachesky, M.D. reports equity awards and details extensive indirect holdings in Lionsgate Studios Corp. common shares.
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Form Type
4
Rhea-AI Filing Summary
Lionsgate Studios Corp. (symbol: LION) is the issuer of record for a Form 4 filing submitted to the SEC. RACHESKY MARK H MD reported acquisition or exercise transactions in this Form 4 filing.
Lionsgate Studios Corp. (LION) director and ten percent owner Mark H. Rachesky, M.D. reported equity compensation awards in the form of Common Shares and restricted share units. On September 15, 2026, he received 6,792 Common Shares as director fees and 13,405 restricted share units priced at $11.19 per share, with the RSUs payable in an equal number of Common Shares upon vesting. One RSU grant is scheduled to vest in a single installment on September 15, 2027, and another previously granted RSU award is scheduled to vest on November 28, 2026. The filing also describes substantial indirect holdings of Lionsgate Common Shares through multiple MHR-managed investment entities, for which Dr. Rachesky and related entities may be deemed to beneficially own shares but disclaim beneficial ownership except to the extent of their pecuniary interest.
Insider Trade Summary
Grant/Award: 20,197 shares
Grant/Award
13 txns
Insider
RACHESKY MARK H MD
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Shares F1 | 6,792 | $11.19 | $76K |
| Grant/Award | Common Shares F2 | 13,405 | $11.19 | $150K |
| holding | Common Shares F3 | -- | -- | -- |
| holding | Common Shares F23, F24, F4, F5 | -- | -- | -- |
| holding | Common Shares F23, F24, F6 | -- | -- | -- |
| holding | Common Shares F23, F24, F7, F8 | -- | -- | -- |
| holding | Common Shares F23, F24, F9, F10 | -- | -- | -- |
| holding | Common Shares F23, F24, F11, F12 | -- | -- | -- |
| holding | Common Shares F23, F24, F13, F14 | -- | -- | -- |
| holding | Common Shares F23, F24, F15, F16 | -- | -- | -- |
| holding | Common Shares F23, F24, F17, F18 | -- | -- | -- |
| holding | Common Shares F23, F24, F19, F20 | -- | -- | -- |
| holding | Common Shares F23, F24, F21, F22 | -- | -- | -- |
Holdings After Transaction:
Common Shares — 33,512 shares (Direct);
Common Shares — 37,648,498 shares (Indirect, See Footnotes)
Footnotes (24)
- F1. Director fees granted in Common Shares of the Issuer.
- F2. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one annual installment on September 15, 2027.
- F3. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one annual installment on November 28, 2026.
- F4. These Common 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 Common 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 5)
- F5. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F6. These Common 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 Common 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 Common 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 Common Shares except to the extent of their pecuniary interest therein.
- F7. These Common 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 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 Common Shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 8)
- F8. Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common 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 Common Shares except to the extent of their pecuniary interest therein.
- F9. These Common Shares are held for the account of MHR Sun II LP, a Delaware limited partnership ("Sun II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Sun II. 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 Sun II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 10)
- F10. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F11. These Common Shares are held for the account of MHR Sun IIA LP, a Delaware limited partnership ("Sun IIA"). Institutional Advisors II is the general partner of Sun 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 Sun IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12)
- F12. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F13. These Common Shares are held for the account of MHR Sun III LP, a Delaware limited partnership ("Sun III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Sun III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Sun III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 14)
- F14. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F15. These Common Shares are held for the account of MHR LION Holdco A LP, a Delaware limited partnership ("LION Holdco A"). MHR Sun GP LLC, a Delaware limited liability company ("MHR Sun GP"), is the general partner of LION Holdco A. The Rachesky Revocable Trust (the "Trust") is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)
- F16. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F17. These Common Shares are held for the account of MHR LION SubHoldco A LP, a Delaware limited partnership ("LION SubHoldco A"). MHR Sun GP is the general partner of LION SubHoldco A. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18)
- F18. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F19. These Common Shares are held for the account of MHR LION Holdco B LP, a Delaware limited partnership ("LION Holdco B"). MHR Sun GP is the general partner of LION Holdco B. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20)
- F20. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F21. These Common Shares are held for the account of MHR LION SubHoldco B LP, a Delaware limited partnership ("LION SubHoldco B"). MHR Sun GP is the general partner of LION SubHoldco B. The Trust is the managing mamber of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 22)
- F22. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.
- F23. The Common Shares reported as owned on this Form 4 do not include the Common 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.
- F24. The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Governance, Standstill and Voting Agreement, by and among Fund Management and certain of its affiliates and Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership, but as to which they have no pecuniary interest.
Key Figures
Director fee shares granted: 6,792 Common Shares
Restricted share units granted: 13,405 RSUs
Award price per share: $11.19 per share
+2 more
5 metrics
Director fee shares granted
6,792 Common Shares
Director fees granted in Common Shares on September 15, 2026
Restricted share units granted
13,405 RSUs
RSUs granted on September 15, 2026, payable in an equal number of Common Shares
Award price per share
$11.19 per share
Valuation for Common Shares and RSUs granted on September 15, 2026
RSU vesting date (13,405 units)
September 15, 2027
RSUs vest in one annual installment on this date
RSU vesting date (prior grant)
November 28, 2026
Previously granted RSUs vest in one annual installment on this date
Key Terms
restricted share units, pecuniary interest, investment management agreement, Voting and Standstill Agreement, +1 more
5 terms
pecuniary interest financial
"disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest"
investment management agreement financial
"Fund Management has an investment management agreement with Master Account"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Voting and Standstill Agreement financial
"as a result of that certain Voting and Standstill Agreement, by and among"
Governance, Standstill and Voting Agreement financial
"that certain Governance, Standstill and Voting Agreement, by and among"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity awards did Mark H. Rachesky report in this Form 4 for LION?
He reported receiving 6,792 Common Shares as director fees and 13,405 restricted share units, all referenced at $11.19 per share, with the RSUs payable in an equal number of Common Shares upon vesting.
At what price were the reported Lionsgate (LION) equity awards valued?
The reported Common Shares and restricted share units were valued at $11.19 per share, as disclosed for the September 15, 2026 awards reported in the Form 4.
When do Mark H. Rachesky’s Lionsgate (LION) RSU awards vest?
One RSU grant of 13,405 units is scheduled to vest in a single annual installment on September 15, 2027. A separate RSU grant referenced in the holdings is scheduled to vest on November 28, 2026.
How are Mark H. Rachesky’s indirect Lionsgate (LION) holdings structured?
Indirect holdings are held through multiple MHR-managed entities, including limited partnerships and LLCs. Investment management agreements generally give MHR Fund Management LLC voting and disposition power, and several entities plus Dr. Rachesky may be deemed beneficial owners but disclaim ownership beyond pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
