SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Galley Thomas C

(Last) (First) (Middle)
NATIONAL CINEMEDIA, INC.
9110 E. NICHOLS AVE., SUITE 200

(Street)
CENTENNIAL CO 80112-3405

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2007
3. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Class A Units of NCM, LLC (right to buy)(1)(4) (2) 04/04/2021 Common Stock 146,346(3) 16.35 D
Explanation of Responses:
1. The reporting person was previously issued an option to purchase class A units of National CineMedia, LLC (the "LLC Unit Option"). Upon the completion of the public offering of shares of common stock of National CineMedia, Inc. (the "Company"), the outstanding LLC Unit Option will be substituted with an option to purchase shares of common stock of the Company issued under the National CineMedia, Inc. 2007 Equity Incentive Plan (the "Substituted Option"). Following the substitution, the LLC Unit Option will be cancelled.
2. The LLC Unit Option vests 20% per year provided the reporting person remains in continuous employment on each vesting date. The first 20% is scheduled to vest on January 1, 2008. The Substituted Option will have the same vesting schedule as the LLC Unit Option.
3. The number of shares of common stock of the Company to be covered by the Substituted Option will be determined pursuant to a fixed exchange ratio of 1:1.
4. National CineMedia, LLC ("NCM, LLC")
Remarks:
/s/ Jennifer D'Alessandro, Attorney in fact 02/07/2007
** 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 5 (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.
POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Ralph E. Hardy, Nancy Walton, Mashenka Lundberg, and
Jennifer A. D'Alessandro, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and, or director of National CineMedia, Inc.
(the "Company"), the Form ID or Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form ID
and Form 3, 4 and 5 and timely file such form with the United States
Securities and Exchange Commission, any stock exchange or similar authority,
and the National Association of Securities Dealers; and

(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of January, 2007.

                                          /s/ Thomas C. Galley
                                          Name: Thomas C. Galley