SEC Form 4 · accession 0001209191-16-156280

CARMIKE CINEMAS INC · CKEC

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

Reporting owner

Fred W Van Noy

Officer — SVP-Chief Operating Officer · Director

Period of report

Dec 21, 2016

Accepted (ET)

Dec 21, 2016 · 2:33 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	Dec 21, 2016	M	13,334	$25.95	A	142,334	D
Common Stock	Dec 21, 2016	F	10,360	$33.40	D	131,974	D
Common Stock	Dec 21, 2016	M	28,000	$10.92	A	159,974	D
Common Stock	Dec 21, 2016	F	9,154	$33.40	D	150,820	D
Common Stock	Dec 21, 2016	M	28,000	$7.34	A	178,820	D
Common Stock	Dec 21, 2016	F	6,153	$33.40	D	172,666	D
Common Stock^F2	Dec 21, 2016	A	24,099	$0.00	A	196,765	D
Common Stock^F1,F3	Dec 21, 2016	D	196,765	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options^F4	$25.95	Dec 21, 2016	M	13,334	D	—	Apr 13, 2017	Common Stock	13,334	D
Stock Options^F4	$10.92	Dec 21, 2016	M	28,000	D	—	Mar 3, 2020	Common Stock	28,000	D
Stock Options^F4	$7.34	Dec 21, 2016	M	28,000	D	—	Mar 11, 2021	Common Stock	28,000	D

Explanation of responses

F1As 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.
F2Issuer 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.
F3Issuer 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.
F4Options 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.