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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
House Geri R
(Last) (First) (Middle)
C/O NATIONAL CINEMEDIA, INC.
9110 E. NICHOLS AVE., SUITE 200
(Street)
CENTENNIAL CO 80112-3405
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, People & Organization
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/27/2017 D 509(1) D $0 119,205 D
Common Stock 02/27/2017 F 1,700(2) D $12.59 117,505 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On January 15, 2014, the reporting person received a grant of 5,843 shares of restricted stock that would vest based upon achievement of specified performance targets at the end of a three-year measurement period. On February 27, 2017, the Issuer determined that the performance conditions were 91.3% satisfied and, as a result, a portion of the original grant was forfeited.
2. Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.
Remarks:
/s/ Teri Scott, as attorney-in-fact 03/01/2017
** Signature of Reporting Person Date
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 4 (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



     The undersigned hereby appoints each of Ralph E. Hardy, Natalie Mosesso,

Garth B. Jensen and Teri Scott, signing singly, the undersigned's true and

lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of National CineMedia, Inc.

(the "Company"), the Form ID and Forms 3, 4 and 5 in accordance with Section

16(a) of the Securities Exchange Act of 1934, as amended, and the rules

thereunder;



(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 ID

and Form 3, 4 and 5, complete and execute any amendment or amendments thereto,

and timely file such form with the United States Securities and Exchange

Commission, any stock exchange or similar authority, and the National

Association of Securities Dealers; and



(3) take any other action of any type whatsoever in connection with the

foregoing that, 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 hereby grants to each 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. The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934, as amended, and the rules thereunder.



      This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file the Form ID or 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 24th day of January, 2017.





      /s/ Geri R. House





      Name: Geri R. House