National CineMedia, Inc.
National CineMedia, Inc. (Form: 4, Received: 03/20/2017 15:59:13)
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 *

Cinemark Holdings, Inc.
2. Issuer Name and Ticker or Trading Symbol

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

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

3900 DALLAS PARKWAY, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2017
(Street)

PLANO, TX 75093
(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

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) 3/16/2017     A      1487218   (2)        (1)   (1) Common Stock of National CineMedia,Inc.   1487218   (2)   (1) 27871862   I   See Footnote   (3)

Explanation of Responses:
( 1)  Common Units of National CineMedia, LLC may be converted at any time into common stock of National CineMedia, Inc.on a one-for-one basis and have no expiration date.
( 2)  Common Units were transferred effective March 16, 2017, pursuant to the Common Unit Adjustment Agreement, dated February 13, 2007 between National CineMedia, LLC and Cinemark Media, Inc.
( 3)  The reported securities are owned directly by Cinemark Media, Inc. and indirectly by Cinemark USA, Inc. and Cinemark Holdings, Inc. Cinemark Media, Inc. is a wholly-owned subsidiary of Cinemark USA, Inc. and Cinemark USA, Inc. is a wholly-owned subsidiary of Cinemark Holdings, Inc. which is the ultimate parent company of each joint filer of this report.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cinemark Holdings, Inc.
3900 DALLAS PARKWAY
SUITE 500
PLANO, TX 75093
X X

CINEMARK USA INC /TX
3900 DALLAS PARKWAY
SUITE 500
PLANO 75093
X X

Cinemark Media, Inc.
3900 DALLAS PARKWAY
SUITE 500
PLANO, TX 75093
X X


Signatures
/s/ Michael Cavalier, Executive Vice Presidentdent-General Counsel, Cinemark Holdings, Inc. 3/20/2017
** Signature of Reporting Person Date

/s/ Michael Cavalier, Executive Vice President-General Counsel, Cinemark USA, Inc. 3/20/2017
** Signature of Reporting Person Date

/s/ Michael Cavalier, Executive Vice President-General Counsel, Cinemark Media, Inc. 3/20/2017
** 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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