National CineMedia, Inc.
National CineMedia, Inc. (Form: 4, Received: 09/08/2017 16:03:07)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

AMERICAN MULTI-CINEMA, INC.
2. Issuer Name and Ticker or Trading Symbol

National CineMedia, Inc. [ NCMI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE AMC WAY, 11500 ASH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/7/2017
(Street)

LEAWOOD, KS 66211
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 of National CineMedia, Inc.   9/7/2017     C (2)    14600000   (2) A   (2) 14800000   D   (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Units of National CineMedia, LLC     (1) 9/7/2017     C   (2)    14600000         (1)   (1) Common Stock of National CineMedia, Inc.   14600000     (5) 23392630   D   (3)  

Explanation of Responses:
(1)  Common Units of National CineMedia, LLC ("Common Units") may be redeemed at any time and converted into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis and have no expiration date.
(2)  On September 7, 2017, American Multi-Cinema, Inc. ("AMC") redeemed 2,000,000 Common Units which were converted into a like number of shares of Common Stock, and AMC Starplex, LLC ("AMCS"), a wholly owned subsidiary of AMC, redeemed 12,600,000 Common Units which were converted into a like number of shares of Common Stock.
(3)  Of the final reported securities: 10,224,747 Common Units are held directly by AMCS; 13,167,883 Common Units are held directly by AMC; and 10,224,747 Common Units are held indirectly by AMC through AMCS, a wholly-owned subsidiary. All of the reported Common Units are held indirectly by AMC Entertainment Holdings, Inc. ("AMCEH"), the parent of AMC.
(4)  Of the final reported securities: 12,600,000 shares of Common Stock are held directly by AMCS; 2,200,000 shares of Common Stock are held directly by AMC; and 12,600,000 shares of Common Stock are held indirectly by AMC through AMCS, a wholly-owned subsidiary. All of the reported shares of Common Stock are held indirectly by AMCEH, the parent of AMC.
(5)  Not applicable.

Remarks:
Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AMERICAN MULTI-CINEMA, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211

X

AMC STARPLEX, LLC
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211

X

AMC ENTERTAINMENT HOLDINGS, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211

X


Signatures
See Signatures attached as Exhibit 99.1 9/8/2017
** 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).
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Exhibit 99.1
 
JOINT FILER INFORMATION

This report is filed jointly by American Multi-Cinema, Inc., AMC Entertainment Holdings, Inc. and AMC Starplex, LLC.

The principal business address of each of the Reporting Persons is One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

Name of Designated Filer:  American Multi-Cinema, Inc.

Date of Earliest Transaction Required to be Reported:  September 7, 2017

Relationship of Reporting Persons to Issuer:  10% Owner

Issuer Name and Ticker or Trading Symbol: National CineMedia, Inc. (NCMI)
 
 
AMERICAN MULTI-CINEMA, INC.
 
     
 
By:
/s/ Edwin F. Gladbach
 
 
 
Edwin F. Gladbach
 
   
Vice President, Legal & Assistant Secretary
 
       
 
AMC ENTERTAINMENT HOLDINGS, INC.
 
       
 
By:
/s/ Edwin F. Gladbach
 
   
Edwin F. Gladbach
 
   
Vice President, Legal & Assistant Secretary
 
       
 
AMC STARPLEX, LLC
 
       
 
By:
/s/ Edwin F. Gladbach
 
 
 
Edwin F. Gladbach
 
   
Vice President, Legal & Assistant Secretary