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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Yaffe Phyllis

(Last)(First)(Middle)
70 ROSEHILL AVENUE APARTMENT 208

(Street)
TORONTOA6M4T 2W7

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2009
3. Issuer Name and Ticker or Trading Symbol
LIONS GATE ENTERTAINMENT CORP /CN/ [LGF]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 12,500 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Amount includes 12,500 restricted share units granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer, that are scheduled to vest in three equal installments beginning September 15, 2010.
Phyllis Yaffe (By Adrian Kuzycz by Power of Attorney)09/23/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby 
makes, constitutes and appoints Adrian I. Kuzycz as the 
undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and 
in the name, place and stead of the undersigned to: 

1.Prepare, execute, acknowledge, deliver and file for and 
on behalf of the undersigned, in the undersigned's capacity as 
an officer and/or director of Lions Gate Entertainment Corp. 
(the "Company"), Forms 3, 4, and 5 in accordance with Section 
16(a) of the Securities Exchange Act of 1934 and the rules and 
regulations promulgated thereunder, as amended from time to time 
(the "Exchange Act"); 

2.Do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete and 
execute any such Form 3, 4, or 5, complete and execute any 
amendment or amendments thereto, and timely file such form with 
the United States Securities and Exchange Commission and any 
stock exchange or similar authority; and 

3.Take any other action of any type whatsoever in connection 
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or legally 
required by, the undersigned, it being understood that the 
documents executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall be in such 
form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's 
discretion. 

The undersigned acknowledges that:

1.This Power of Attorney authorizes, but does not require, 
such attorney-in-fact to act in his discretion on information 
provided to such attorney-in-fact without independent verification 
of such information;

2.Neither the Company nor such attorney-in-fact assumes
(i) any liability for the undersigned's responsibility to comply
with the requirements of the Exchange Act, (ii) any liability of
the undersigned for any failure to comply with such requirements,
(iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and 

3.This Power of Attorney does not relieve the undersigned 
from responsibility for compliance with the undersigned's 
obligations under the Exchange Act, including, without 
limitation, the reporting requirements under Section 16 of the 
Exchange Act.

       The undersigned hereby grants to such attorney-in-
fact full power and authority to do and perform any and every act 
and thing whatsoever requisite, necessary, or proper to be done 
in the exercise of any of the rights and powers herein granted, 
as fully to all intents and purposes as the undersigned might or 
could do if personally present, with full power of substitution 
or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of 
this Power of Attorney and the rights and powers herein granted.  

       This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file Forms 
3, 4, and 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 17th day of September, 2009.

/s/ Phyllis Yaffe

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