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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)/1/
Lions Gate Entertainment Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
535919203
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Continued on following pages)
Page 1 of 6 Pages
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/1/ The remainder of this cover page shall be filled out for a reporting
person's 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).
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CUSIP No. 535919203 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Vulcan Ventures Incorporated
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2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)[ ]
(B)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Vulcan Ventures Incorporated is a Washington corporation
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,515,125 (1,765,000 of which Vulcan Ventures
Incorporated has the right to acquire upon conversion
of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures
Incorporated has the right to acquire upon exercise of
its Common Stock purchase warrants)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,515,125 (1,765,000 of which Vulcan Ventures
Incorporated has the right to acquire upon conversion
of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures
Incorporated has the right to acquire upon exercise of
its Common Stock purchase warrants)
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PERSON WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,515,125 (1,765,000 of which Vulcan Ventures Incorporated has the right to
acquire upon conversion of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures Incorporated has the
right to acquire upon exercise of its Common Stock purchase warrants)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6% (based on 30,531,167 shares outstanding as of December 31, 1999,
plus the shares of Common Stock issuable upon conversion of Vulcan
Ventures Incorporated's shares of Series A Convertible Redeemable
Preferred Stock and upon exercise of Vulcan Ventures Incorporated's
Common Stock purchase warrants)
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12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 535919203 13G Page 3 of 6 Pages
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1 NAME OF REPORTING PERSONS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul G. Allen
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2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)[ ]
(B)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Paul G. Allen is a United States citizen
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,515,125 (1,765,000 of which Vulcan Ventures
Incorporated has the right to acquire upon conversion
of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures
Incorporated has the right to acquire upon exercise of
its Common Stock purchase warrants)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,515,125 (1,765,000 of which Vulcan Ventures
Incorporated has the right to acquire upon conversion
of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures
Incorporated has the right to acquire upon exercise of
its Common Stock purchase warrants)
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PERSON WITH 8 SHARED DISPOSITIVE POWER
0
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10 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,515,125 (1,765,000 of which Vulcan Ventures Incorporated has the right to
acquire upon conversion of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures Incorporated has the
right to acquire upon exercise of its Common Stock purchase warrants)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6% (based on 30,531,167 shares outstanding as of December 31, 1999,
plus the shares of Common Stock issuable upon conversion of Vulcan
Ventures Incorporated's shares of Series A Convertible Redeemable
Preferred Stock and upon exercise of Vulcan Ventures Incorporated's
Common Stock purchase warrants)
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 535919203 13G Page 4 of 6 Pages
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Item 1(a). Name of Issuer:
Lions Gate Entertainment Corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
595 Burrard Street, Suite 3123, Bentall 3
Vancouver, BC V7X 1J1 Canada
Item 2(a). Names of Persons Filing:
This Schedule 13G is being filed by Vulcan Ventures Incorporated ("Vulcan
Ventures") and Mr. Paul G. Allen ("Mr. Allen"). Mr. Allen is Chairman of the
Board of Directors and sole shareholder of Vulcan Ventures and thus may be
deemed to have beneficial ownership of the shares of the Issuer beneficially
owned by Vulcan Ventures.
Item 2(b). Address of Principal Business Office:
Vulcan Ventures:
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110 110th Avenue, N.E.
Suite 550
Bellevue, Washington 98004
Mr. Allen:
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c/o Vulcan Ventures Incorporated
110 110th Avenue, N.E.
Suite 550
Bellevue, Washington 98004
Item 2(c). Citizenship:
Vulcan Ventures is a Washington corporation.
Mr. Allen is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
535919203
Item 3. This statement is filed pursuant to Rule 13d-1(c).
Item 4. Ownership
(a) Amount Beneficially Owned:
2,515,125 (1,765,000 of which Vulcan Ventures has the right to acquire
upon conversion of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures has the right to
acquire upon exercise of its Common Stock purchase warrants)
(b) Percent of Class:
7.6% (based on 30,531,167 shares outstanding as of December 31, 1999,
plus the shares of Common Stock issuable upon conversion of Vulcan
Ventures' shares of Series A Convertible Redeemable Preferred Stock and
upon exercise of Vulcan Ventures' Common Stock purchase warrants)
(c) Number of shares as to which such person has:
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CUSIP No. 535919203 13G Page 5 of 6 Pages
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(i) sole power to vote or to direct the vote:
2,515,125 (1,765,000 of which Vulcan Ventures has the right to acquire
upon conversion of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures has the right to
acquire upon exercise of its Common Stock purchase warrants)
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or direct the disposition of:
2,515,125 (1,765,000 of which Vulcan Ventures has the right to acquire
upon conversion of its shares of Series A Convertible Redeemable
Preferred Stock and 750,125 of which Vulcan Ventures has the right to
acquire upon exercise of its Common Stock purchase warrants)
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 535919203 13G Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
VULCAN VENTURES INCORPORATED
January 10, 2000 By: /s/ William D. Savoy
____________________________________
William D. Savoy, Vice President
January 10, 2000 /s/ William D. Savoy
___________________________________
William D. Savoy as Attorney in Fact
for Paul G. Allen pursuant to a Power
of Attorney dated August 30,1999 filed
with Vulcan Ventures Incorporated's
Schedule 13G with respect to
Pathogenesis Corporation on August 30,
1999 and incorporated by reference
herein.
JOINT FILING STATEMENT
We, the signatories of the statement to which this Joint Filing Statement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by either or both of us will be filed, on behalf of each of us.
January 10, 2000 VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
___________________________________
William D. Savoy, Vice President
January 10, 2000 /s/ William D. Savoy
_______________________________
William D. Savoy as Attorney in Fact
for Paul G. Allen pursuant to a Power
of Attorney dated August 30,1999 filed
with Vulcan Ventures Incorporated's
Schedule 13G with respect to
Pathogenesis Corporation on August 30,
1999 and incorporated by reference
herein.
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