SEC Form 4 · accession 0001209191-16-156278

CARMIKE CINEMAS INC · CKEC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

S David Passman III

Officer — President and CEO · Director

Period of report

Dec 21, 2016

Accepted (ET)

Dec 21, 2016 · 2:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000799088

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Dec 21, 2016	M	200,000	$8.46	A	476,406	D
Common Stock	Dec 21, 2016	F	50,659	$33.40	D	425,747	D
Common Stock	Dec 21, 2016	M	70,000	$10.92	A	495,747	D
Common Stock	Dec 21, 2016	F	22,886	$33.40	D	472,861	D
Common Stock	Dec 21, 2016	M	70,000	$7.34	A	542,861	D
Common Stock	Dec 21, 2016	F	15,383	$33.40	D	527,478	D
Common Stock^F3	Dec 21, 2016	A	66,634	$0.00	A	594,112	D
Common Stock^F2,F4	Dec 21, 2016	D	594,112	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option^F5	$8.46	Dec 21, 2016	M	200,000	D	—	Jun 4, 2019	Common Stock	200,000	D
Stock Option^F5	$10.92	Dec 21, 2016	M	70,000	D	—	Mar 3, 2020	Common Stock	70,000	D
Stock Option^F5	$7.34	Dec 21, 2016	M	70,000	D	—	Mar 11, 2011	Common Stock	70,000	D

Explanation of responses

F1Includes 217 shares acquired through the Issuer Employee Stock Purchase Plan since the Reporting Person's last Form 4 filing.
F2As of December 21, 2016, Issuer was acquired by AMC Entertainment Holdings, Inc. ("AMC") pursuant to an Amended and Restated Plan of Merger Agreement dated July 24, 2016 (Merger Agreement"), as more fully described in the Issuer Proxy Statement/Prospectus dated October 13, 2016 ("Proxy") and filed by the Issuer with the SEC on October 11, 2016 (the "Merger"). Each outstanding share of Issuer Common Stock was converted either into $33.06 in cash or 1.0819 shares of AMC Class A Common Stock ("Merger Consideration") with cash paid for any fractional shares. The choice of consideration received was at the election of the holder of Issuer equity securities, subject to the limitations described in the Proxy. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
F3Issuer outstanding performance shares previously awarded (but not reported under Section 16 because of the performance contingencies) became fully vested under the Merger Agreement without regard to the achievement of the performance criteria. All vested performance shares were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
F4Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement. All vested RSU's were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
F5Options were fully vested. Each share of Issuer common stock received in connection with the exercise of the stock options, less shares withheld to pay the exercise price, received the Merger Consideration.