SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
 

Starz

(Name of Issuer)
 

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

85571Q102

(CUSIP Number)
 

November 21, 2016

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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).

 

CUSIP No. 85571Q10213G/APage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Merion Capital LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

6,987,479

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

6,987,479

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,987,479

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 85571Q10213G/APage 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Merion Investment Management LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

9,143,450

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

9,143,450

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,143,450

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.4%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 85571Q10213G/APage 4 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Andrew Barroway

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

9,143,450

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

9,143,450

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,143,450

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.4%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 85571Q10213G/APage 5 of 8 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is  Starz (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 8900 Liberty Circle, Englewood, Colorado, 80112.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
   
  (i)   Merion Capital LP, a Delaware limited partnership (the "Merion Fund"), with respect to the Shares (as defined below) directly held by it;
   
  (ii)   Merion Investment Management LP, a Delaware limited partnership ("Merion Investment Management"), with respect to the Shares directly held by the Merion Fund, Merion Capital II LP, a Delaware limited partnership (the "Merion II Fund") and Merion Capital ERISA LP, a Delaware limited partnership (the "Merion ERISA Fund"); and
   
  (iii)   Mr. Andrew Barroway ("Mr. Barroway") with respect to the Shares directly held by the Merion Fund, the Merion II Fund and the Merion ERISA Fund.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
   
  Merion Investment Management serves as the investment manager to the Merion Fund, the Merion II Fund and the Merion ERISA Fund. Merion Capital Partners LP, a Delaware limited partnership, is the general partner of the Merion Fund, the Merion II Fund and the Merion ERISA Fund (the "General Partner").  The general partner of the General Partner is MC Investment Management LLC ("MC").  The general partner of Merion Investment Management is Merion Investment Management LLC ("Merion LLC").  Mr. Barroway is the sole member of each of MC and Merion LLC. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is c/o Merion Investment Management LP, 280 King of Prussia Rd., Radnor, PA 19087.

 

Item 2(c). CITIZENSHIP
   
  Each of the Merion Fund and Merion Investment Management is a Delaware limited partnership.  Mr. Barroway is a citizen of the United States..

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Series A Common Stock, par value $0.01 per share (the "Shares").

 

 

CUSIP No. 85571Q10213G/APage 6 of 8 Pages

 

Item 2(e). CUSIP NUMBER
   
  85571Q102

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

Item 4. OWNERSHIP
   
 

The percentages used herein are calculated based upon 87,562,102 Shares outstanding, which reflects the number of Shares outstanding as of October 31, 2016, as reported in

the Issuer's quarterly report on Form 10-Q for the period ended September 30, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

 

  A.   The Merion Fund:
  (a) Amount beneficially owned:  6,987,479 Shares
  (b) Percent of class: 8.0%
  (c) (i)   Sole power to vote or direct the vote:  0
    (ii)  Shared power to vote or direct the vote:  6,987,479 Shares
    (iii) Sole power to dispose or direct the disposition:  0
    (iv) Shared power to dispose or direct the disposition of:  6,987,479 Shares
     

 

CUSIP No. 85571Q10213G/APage 7 of 8 Pages

 

 

  A.   Merion Investment Management:
  (a) Amount beneficially owned:  9,143,450 Shares
  (b) Percent of class: 10.4%
  (c) (i)   Sole power to vote or direct the vote:  0
    (ii)  Shared power to vote or direct the vote:  9,143,450 Shares
    (iii) Sole power to dispose or direct the disposition:  0
    (iv) Shared power to dispose or direct the disposition of:  9,143,450 Shares
     

 

  B.   Mr. Barroway:
  (a) Amount beneficially owned:  9,143,450 Shares
  (b) Percent of class: 10.4%
  (c) (i)   Sole power to vote or direct the vote:  0
    (ii)  Shared power to vote or direct the vote:  9,143,450 Shares
    (iii) Sole power to dispose or direct the disposition:  0
    (iv) Shared power to dispose or direct the disposition of:  9,143,450 Shares
   

 

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 OR CONTROL PERSON
   
  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

 

  The Reporting Person hereby makes the following certification:
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 

CUSIP No. 85571Q10213G/APage 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATE: November 23, 2016

 

  merion investment management lp, for itself and on behalf of MERION CAPITAL LP
   
  By:  Merion Investment Management LLC, its general partner
   
  By: /s/ Andrew Barroway
  Name: Andrew Barroway
  Title: Managing Member
   
   
  /s/ Andrew Barroway
  ANDREW BARROWAY