National CineMedia, Inc.
National CineMedia, Inc. (Form: SC 13G, Received: 09/22/2017 17:02:43)
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. ) *
 

National CineMedia, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

 
635309107
 
(CUSIP Number)

September 18, 2017
(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)
 
[x]   Rule 13d-1(c)
 
[ ]   Rule 13d-1(d)
 


*   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.  Beneficial ownership information contained herein is given as of the date listed above.
 
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).
 

1
Names of Reporting Persons.
 
Standard General L.P.
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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
 
  12,576,000 shares
 
 
7   Sole Dispositive Power
 
  0
 
8   Shared Dispositive Power
 
  12,576,000 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
12,576,000 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [   ]
 
Not Applicable
11
Percent of Class Represented by Amount in Row (9)
 
16.2%
 
12
Type of Reporting Person (See Instructions)
 
IA
 

1
Names of Reporting Persons.
 
Soohyung Kim
 
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(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
 
  12,576,000 shares
 
 
7   Sole Dispositive Power
 
  0
 
8   Shared Dispositive Power
 
  12,576,000 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
12,576,000 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [   ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
16.2%
 
12
Type of Reporting Person (See Instructions)
 
IN, HC
 

Item 1.
 

 
(a)
Name of Issuer
 
   
National CineMedia, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
   
9110 E. Nichols Ave., Suite 200, Centennial, Colorado 80112-3405

Item 2.
 

 
(a)
Name of Person Filing
 
   
Standard General L.P.
Soohyung Kim
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
   
Standard General L.P.
Soohyung Kim
767 Fifth Avenue, 12th Floor
New York, NY
10153
 
 
(c)
Citizenship
 
   
Standard General L.P. - Delaware
Soohyung Kim – United States
 
 
(d)
Title of Class of Securities
 
   
Common Stock, $0.01 par value
 
 
(e)
CUSIP Number
 
635309107
     

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(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 (15 U.S.C 80a-8).
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 

 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership **

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount Beneficially Owned **
   
 
Standard General L.P. – 12,576,000 shares
Soohyung Kim – 12,576,000 shares
 
 
(b)
Percent of Class **
   
 
Standard General L.P. – 16.2%
Soohyung Kim – 16.2%

 
(c)
Number of shares as to which such person has:
 
   
(i)
sole power to vote or to direct the vote **
     
 
Standard General L.P. – 0 shares
Soohyung Kim – 0 shares
 
   
(ii)
shared power to vote or to direct the vote **
     
 
Standard General L.P. – 12,576,000 shares
Soohyung Kim – 12,576,000 shares
 
   
(iii)
Sole power to dispose or to direct the disposition of **
     
 
Standard General L.P. – 0 shares
Soohyung Kim – 0 shares
 
   
(iv)
shared power to dispose or to direct the disposition of **
     
 
Standard General L.P. – 12,576,000 shares
Soohyung Kim – 12,576,000 shares


**   The securities reported herein are beneficially owned by Standard General L.P. (“Standard General”) in its capacity as investment manager to private investment vehicles. Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein.

Item 5.
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
 
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
 
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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

Exhibits
Exhibit
   
99.1
Joint Filing Agreement by and among the Reporting Persons.


SIGNATURE

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

Date:   September 22, 2017

 
STANDARD GENERAL L.P.
   
 
By: /s/ Joseph Mause
 
Name: Joseph Mause
 
Title: Chief Financial Officer
   
   
 
SOOHYUNG KIM
   
 
/s/ Soohyung Kim
 
Soohyung Kim
   

 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of September 22, 2017 is by and among Standard General L.P. and Soohyung Kim (the foregoing are collectively referred to herein as the “Filers”).
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to Common Stock, $0.01 par value, of National CineMedia, Inc., beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
 
Executed and delivered as of the date first above written.
 
 
STANDARD GENERAL L.P.
   
 
By: /s/ Joseph Mause
 
Name: Joseph Mause
 
Title: Chief Financial Officer
   
   
 
SOOHYUNG KIM
   
 
/s/ Soohyung Kim
 
Soohyung Kim