SEC Form 4 · accession 0001661466-17-000001
National CineMedia, Inc. · NCMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AMERICAN MULTI-CINEMA, INC.
10% Owner
AMC ENTERTAINMENT HOLDINGS, INC.
10% Owner
AMC STARPLEX, LLC
10% Owner
Period of report
Mar 16, 2017
Accepted (ET)
Mar 20, 2017 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001377630
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| COMMON UNITS OF NATIONAL CINEMEDIA, LLCF2,F3,F1 | $0.00 | Mar 16, 2017 | J | 18,425,423 | A | — | — | NATIONAL CINEMEDIA, INC. COMMON STOCK | 18,425,423 | 42,288,411 | D |
| COMMON UNITS OF NATIONAL CINEMEDIA, LLCF4,F3,F1 | $0.00 | Mar 16, 2017 | J | 361,892 | A | — | — | NATIONAL CINEMEDIA, INC. COMMON STOCK | 361,892 | 42,650,303 | D |
| COMMON UNITS OF NATIONAL CINEMEDIA, LLCF5,F3,F1 | $0.00 | Mar 16, 2017 | J | 2,850,453 | D | — | — | NATIONAL CINEMEDIA, INC. COMMON STOCK | 2,850,453 | 39,799,850 | D |
| COMMON UNITS OF NATIONAL CINEMEDIA, LLCF6,F3,F1 | $0.00 | Mar 16, 2017 | J | 1,807,220 | D | — | — | NATIONAL CINEMEDIA, INC. COMMON STOCK | 1,807,220 | 37,992,630 | D |
Explanation of responses
- F1Common Units of National Cinemedia, LLC ("NCM LLC") may be converted at any time into shares of the Issuer on a one-for-one basis and have no expiration date.
- F2Common Units were issued pursuant to the Common Unit Adjustment Agreement, dated as of February 13, 2007, by and among NCM LLC, the Issuer, American Multi-Cinema, Inc. ("AMCI") and other parties thereto (the "CUAA"). The adjustment was triggered by the acquisition of Carmike Cinemas, Inc. ("Carmike"). Because the Carmike theatres were subject to a pre-existing agreement with a third party and will not receive advertising services from NCM LLC, in exchange for the Common Units AMCI will be obligated to make quarterly payments to NCM LLC reflecting the estimated value of the advertising services at the Carmike theatres as if NCM LLC had provided such services. AMC Starplex, LLC ("AMCS") was designated by AMCI to be the recipient of the Common Units.
- F3Of the final reported securities in this Form 4, 23,186,639 Common Units are held directly by AMCS. 14,805,991 Common Units are held directly by AMCI and 23,186,639 Common Units are held indirectly by AMCI through AMCS, a wholly-owned subsidiary. All of the reported Common Units are held indirectly by AMC Entertainment Holdings, Inc. ("AMCEH"), the parent of AMCI.
- F4Common Units were issued pursuant to the CUAA. The adjustment was triggered by the annual adjustment mechanism in the CUAA. The Common Units are issued in exchange for the exclusive advertising rights granted to NCM LLC by AMCI pursuant to the Exhibitor Services Agreement between AMCI and NCM LLC dated February 13, 2007 (the "ESA"). AMCS was designated by AMCI to be the recipient of the Common Units.
- F5AMCI reached a Memorandum of Understanding with NCM LLC to implement the requirements of the final judgment entered in connection with the US DOJ approval of the Carmike acquisition (the "MOU"). The final judgment required AMCI to transfer certain theatres to a competitor of NCM LLC for advertising services and AMCI returned Common Units to NCM LLC, calculated under the CUAA as if such transferred theatres had been disposed.
- F6Pursuant to the MOU and in addition to the Common Units returned as described in note (5) above, AMCI agreed to return additional Common Units to NCM LLC with an aggregate value of $25,000,000 in exchange for a waiver of the exclusivity provisions of the ESA as to the transferred theatres.