SEC Form 4 · accession 0001123292-18-000442
REGAL ENTERTAINMENT GROUP · RGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lee M Thomas
Director
Period of report
Feb 28, 2018
Accepted (ET)
Feb 28, 2018 · 1:47 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 | 10,438 | $23.00 | D | 0 | D | |
| Class A Common StockF1,F2 | Feb 28, 2018 | D | 33,188 | $23.00 | D | 0 | I | by The Lee M. Thomas Living Trust |
| Class A Common StockF1,F3 | Feb 28, 2018 | D | 46,585 | $23.00 | D | 0 | I | by The Thomas Family Foundation |
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 Lee M. Thomas Living Trust is the direct beneficial owner of the shares. The reporting person retains a pecuniary interest and dispositive and voting power with respect to the shares.
- F3The Thomas Family Foundation, a charitable foundation, is currently the direct beneficial owner of the shares. The reporting person may be deemed to have an indirect pecuniary and voting interest in the shares.