SEC Form 4 · accession 0001123292-18-000444
REGAL ENTERTAINMENT GROUP · RGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack Tyrrell
Director
Period of report
Feb 28, 2018
Accepted (ET)
Feb 28, 2018 · 1:48 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 | 33,089 | $23.00 | D | 0 | I | by The Jack Tyrrell Revocable Trust |
| Class A Common StockF1,F3 | Feb 28, 2018 | D | 100,000 | $23.00 | D | 0 | I | by JRS Partners GP |
| Class A Common StockF1,F4 | Feb 28, 2018 | D | 136,684 | $23.00 | D | 0 | I | by The Sandra F. Tyrrell Revocable 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 Jack Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of the shares. The reporting person is the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16") or any other purpose.
- F3JRS Partners GP ("JRS Partners") is the direct beneficial owner of 100,000 shares. The reporting person is a general partner of JRS Partners and may be deemed to have an indirect pecuniary interest in the Regal Entertainment Group Class A Common Stock (the "Shares") owned by JRS Partners. The reporting person disclaims beneficial ownership of the Shares held by JRS Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F4The Sandra F. Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of 136,684 shares. The reporting person is the spouse of the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.