SEC Form 4 · accession 0001123292-18-000440
REGAL ENTERTAINMENT GROUP · RGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David H Keyte
Director
Period of report
Feb 28, 2018
Accepted (ET)
Feb 28, 2018 · 1:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001168696
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 28, 2018 | D | 73,623 | $23.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Feb 28, 2018 | D | 5,767 | $23.00 | D | 0 | I | by The Hemenway Irrevocable Trust |
| Class A Common StockF1,F2 | Feb 28, 2018 | D | 5,767 | $23.00 | D | 0 | I | by The Katherine Elizabeth Keyte Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 5, 2017, by and among Regal Entertainment Group ("Regal"), Cineworld Group plc ("Cineworld"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., each outstanding share of Regal's Class A and Class B common stock was converted into the right to receive $23.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholding, upon the closing of Cineworld's acquisition of Regal on February 28, 2018. In addition, each outstanding unvested share of Regal's restricted stock became fully vested and was canceled at the effective time of the merger and converted into the right to receive the Merger Consideration. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Regal's common stock.
- F2The shares are held in a trust for the benefit of the reporting person's daughter. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of the securities and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.