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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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(Rule
13d-102)
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Information
Statement Pursuant to Rules 13d-1 and 13d-2
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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National
Cinemedia, Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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635309107
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(CUSIP
Number)
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October
16, 2007
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Date
of Event Which Requires Filing of the
Statement
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Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*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
disclosures provided in a prior cover page.
The
information required on 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).
Page
1 of
11
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CUSIP
NO.
635309107
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13G
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Page
2 of
11
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited partnership
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,126,455
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.1%(1)
as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
PN;
HC
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(1)
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Based
on 42,000,000 outstanding shares of the Common Stock of Issuer, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended June 28, 2007, as filed with the Securities and Exchange Commission
on August 10, 2007.
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Page
2 of
11
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CUSIP
NO.
635309107
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13G
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Page 3
of
11
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,126,455
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.1%(2)
as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
OO;
HC
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(2)
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See
footnote 1 above.
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Page
3 of
11
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CUSIP
NO.
635309107
|
13G
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Page 4
of
11
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,126,455
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.1%(3)
as of the date of this filing
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||
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12.
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TYPE
OF REPORTING PERSON
IN;
HC
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(3)
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See
footnote 1 above.
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Page
4 of
11
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CUSIP
NO.
635309107
|
13G
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Page 5
of
11
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,126,455
shares
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||
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.1%(4)
as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
CO
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(4)
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See
footnote 1 above.
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Page
5 of
11
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CUSIP
NO.
635309107
|
13G
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Page 6
of
11
Pages
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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||
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3.
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SEC
USE ONLY
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||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
|
|
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6.
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SHARED
VOTING POWER
2,126,455
shares
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||
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7.
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SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
5.1%(5)
as of the date of this filing
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||
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12.
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TYPE
OF REPORTING PERSON
OO;
BD
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(5)
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See
footnote 1 above.
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Page 6
of 11
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CUSIP
NO.
635309107
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13G
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Page 7
of 11
Pages
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Item
1(a)
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Name
of Issuer: National
Cinemedia, Inc.
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1(b)
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Address
of Issuer’s Principal Executive
Offices:
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9110
East Nichols Avenue, Suite 200,
Centennial,
Colorado 80112-3405
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Item
2(a)
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Name
of Person Filing(6)
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Item
2(b)
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Address
of Principal Business Office
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Item
2(c)
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Citizenship
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Citadel
Limited Partnership
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited partnership
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Citadel
Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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Kenneth
Griffin
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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U.S.
Citizen
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Citadel
Equity Fund Ltd.
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Cayman
Islands company
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Citadel
Derivatives Group LLC
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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(6)
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Citadel
Holdings Ltd., a Cayman Islands company (“CH”), is a subsidiary of Citadel
Wellington LLC, a Delaware limited liability company (“CW”), and Citadel
Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”).
Citadel Equity Fund Ltd. (“CEF”) is a subsidiary of CH. None of CW, CKGSF
or CH has any control over the voting or disposition of securities
held by
CEF. Citadel
Derivatives Group LLC is a subsidiary of CW and Citadel Limited
Partnership, but CW does not have any control over the voting or
disposition of securities held by Citadel Derivatives Group
LLC
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Page
7 of
11
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CUSIP
NO.
635309107
|
13G
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Page 8
of
11Pages
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2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.01.
| 2(e) |
CUSIP
Number:
635309107
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Item
3
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c),
check whether the person filing is
a:
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(a)
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[__]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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[__]
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Bank
as defined in Section 3(a)(6) of the Exchange
Act;
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(c)
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[__]
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
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(d)
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[__]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[__]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[__]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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[__]
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A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[__]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4
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Ownership:
|
CITADEL
LIMITED PARTNERSHIP
CITADEL
INVESTMENT GROUP, L.L.C.
KENNETH
GRIFFIN
CITADEL
EQUITY FUND LTD.
CITADEL
DERIVATIVES GROUP LLC
|
(a)
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Amount
beneficially owned:
|
2,126,455
shares
Page 8
of 11
|
CUSIP
NO.
635309107
|
13G
|
Page 9
of
11
Pages
|
| (b) |
Percent
of Class:
|
Approximately
5.1%(7)
as of
the date of this filing
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(c)
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Number
of shares as to which such person
has:
|
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(i)
|
sole
power to vote or to direct the
vote:
|
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0
|
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(ii)
|
shared
power to vote or to direct the
vote:
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See
Item
4(a) above.
|
(iii)
|
sole
power to dispose or to direct the disposition
of:
|
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0
|
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(iv)
|
shared
power to dispose or to direct the disposition
of:
|
See
Item
4(a) above.
|
Item
5
|
Ownership
of Five Percent or Less of a Class:
|
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:
|
See
Item
2 above.
|
Item
8
|
Identification
and Classification of Members of the
Group:
|
Not
Applicable.
|
Item
9
|
Notice
of Dissolution of Group:
|
Not
Applicable.
|
(7)
|
Based
on 42,000,000 outstanding shares of the Common Stock of Issuer, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended June 28, 2007, as filed with the Securities and Exchange Commission
on August 10, 2007.
|
Page 9
of 11
|
CUSIP
NO.
635309107
|
13G
|
Page 10
of
11
Pages
|
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Item
10
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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.
*
John C.
Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant
to a
power of attorney previously filed with the Securities and Exchange Commission
on February 24, 2006, and hereby incorporated by reference herein. The power
of
attorney was filed as an attachment to a filing by Citadel Limited Partnership
on Schedule 13G for Morgans Hotel Group Co.
Page 10
of 11
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CUSIP
NO.
635309107
|
13G
|
Page 11
of
11
Pages
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After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
Dated
this 25th day of October, 2007
|
KENNETH
GRIFFIN
By:
/s/
John C.
Nagel
John
C. Nagel, attorney-in-fact*
CITADEL
LIMITED PARTNERSHIP
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Director and
Associate
General Counsel
CITADEL
DERIVATIVES GROUP LLC
By: Citadel
Limited Partnership,
its
Managing Member
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
CITADEL
EQUITY FUND LTD.
By: Citadel
Limited Partnership,
its
Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Director and
Associate
General Counsel
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C.
Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
Page
11
of 11