| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Units of National CineMedia, LLC | $0(1) | 06/28/2010 | A | 6,510,209(2) | (1) | (1) | Common Stock of National CineMedia, Inc. | 6,510,209 | (2) | 25,458,613 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Common Units of National CineMedia, Inc. ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis and have no expiration date. |
| 2. The Common Units were issued to AMC Showplace Theatres, Inc., a direct, wholly owned subsidiary of American Multi-Cinema, Inc. pursuant to the Common Unit Adjustment Agreement, dated as of February 13, 2007, by and among National CineMedia, LLC, National CineMedia, Inc., American Multi-Cinema, Inc. and other parties thereto, and the terms and conditions set forth therein. |
| 3. Of the reported securities, 6,510,209 Common Units are owned directly by AMC Showplace Theatres, Inc. and indirectly by American Multi-Cinema, Inc. and 18,948,404 Common Units are owned directly by American Multi-Cinema, Inc. All of the reported Common Units are owned indirectly by AMC Entertainment Inc., Marquee Holdings Inc. and AMC Entertainment Holdings, Inc. |
| Remarks: |
| Exhibit List Exhibit 99.1 - Joint Filer Information |
| See signatures attached as Exhibit 99.1 | 07/08/2010 | |
| ** 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. | ||
Exhibit 99.1
JOINT FILER INFORMATION
This report is filed jointly by American Multi-Cinema, Inc., AMC Entertainment Inc., Marquee Holdings Inc. and AMC Entertainment Holdings, Inc. American Multi-Cinema, Inc. has the right to designate a representative to serve on National CineMedia, Inc.’s board of directors. Gerardo I. Lopez is American Multi-Cinema, Inc.’s designee to National CineMedia’s board of directors.
The principal business address of each of the Reporting Persons is 920 Main Street, Kansas City, Missouri 64105.
Name of Designated Filer: American Multi-Cinema, Inc.
Date of Event Requiring Statement: June 28, 2010
Issuer Name and Ticker or Trading Symbol: National CineMedia, Inc. (NCMI)
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AMERICAN MULTI-CINEMA, INC. |
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By: |
/s/ Kevin M. Connor |
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Name: |
Kevin M. Connor |
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Senior Vice President, General Counsel |
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AMC ENTERTAINMENT INC. |
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By: |
/s/ Kevin M. Connor |
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Name: |
Kevin M. Connor |
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Senior Vice President, General Counsel |
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MARQUEE HOLDINGS INC. |
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By: |
/s/ Kevin M. Connor |
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Name: |
Kevin M. Connor |
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Senior Vice President, General Counsel |
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AMC ENTERTAINMENT HOLDINGS, INC. |
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By: |
/s/ Kevin M. Connor |
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Name: |
Kevin M. Connor |
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Senior Vice President, General Counsel |