Starz director granted 6,488 share units
RACHESKY MARK H MD reported acquisition or exercise transactions in this Form 4 filing.
Rhea-AI Filing Summary
RACHESKY MARK H MD reported acquisition or exercise transactions in this Form 4 filing.
Starz Entertainment Corp. director and 10% owner Mark H. Rachesky, M.D. reported an equity compensation grant on Common Shares. He received 6,488 restricted share units as annual director compensation, at a price of $0.00 per unit. These units are payable in an equal number of Common Shares and are scheduled to vest in one installment on May 15, 2027. The filing also details Rachesky’s direct and indirect holdings through various MHR-managed investment entities, with each entity’s voting and investment authority and beneficial ownership status described in the footnotes.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 6,488 shares
Grant/Award
8 txns
Insider
RACHESKY MARK H MD
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Shares | 6,488 | $0.00 | $0.00 |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Common Shares — 28,622 shares (Direct);
Common Shares — 2,863,232 shares (Indirect, See Footnotes)
Footnotes (13)
- F1. Annual director compensation awards. 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 May 15, 2027.
- F2. 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 3)
- F3. 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.
- F4. 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.
- F5. 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 6)
- F6. 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.
- F7. 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 8)
- F8. 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.
- F9. 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 10)
- F10. 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.
- F11. 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 12)
- F12. 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.
- F13. 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.
Key Figures
Restricted share units granted: 6,488 units
Grant price: $0.00 per unit
Vesting date: May 15, 2027
+5 more
8 metrics
Restricted share units granted
6,488 units
Annual director compensation award, transaction date May 15, 2026
Grant price
$0.00 per unit
Price for 6,488 restricted share units of Common Shares
Vesting date
May 15, 2027
Restricted share units vest in one annual installment
Indirect holding – Master Account
307,173 shares
Common Shares held indirectly after transaction for Master Account
Indirect holding – Capital Partners (100)
1,678,258 shares
Common Shares held indirectly after transaction for Capital Partners (100)
Indirect holding – Institutional Partners II
246,799 shares
Common Shares held indirectly after transaction for Institutional Partners II
Indirect holding – Institutional Partners III
97,963 shares
Common Shares held indirectly after transaction for Institutional Partners III
Directly held shares
22,134 shares
Common Shares directly owned following reported transactions
Key Terms
restricted share units, beneficially own, pecuniary interest, investment management agreement, +1 more
5 terms
beneficially own financial
"may be deemed to beneficially own the shares held for the account of Master Account"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein"
investment management agreement financial
"has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote"
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 the Issuer, Liberty Global Ventures Limited"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Mark H. Rachesky report in his latest Form 4 for STRZ?
Mark H. Rachesky reported receiving 6,488 restricted share units of Starz Entertainment common shares as annual director compensation. The filing also outlines his direct and indirect holdings through multiple MHR investment entities, with detailed beneficial ownership and pecuniary interest disclaimers in the footnotes.
How are Mark H. Rachesky’s indirect STRZ holdings structured according to the Form 4 footnotes?
Indirect holdings are held through several MHR-managed funds and partnerships, such as Master Account and various Institutional Partners entities. Management and voting authority flow through multiple LLCs, and each entity, including Dr. Rachesky, disclaims beneficial ownership beyond its pecuniary interest in those shares.
Does the STRZ Form 4 mention a Voting and Standstill Agreement affecting beneficial ownership?
Yes. The filing notes a Voting and Standstill Agreement involving Starz, Liberty Global entities, Warner Bros. Discovery entities, and several MHR funds. Shares subject to this agreement may be deemed beneficially owned, but the reporting persons state they have no pecuniary interest in those particular shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
