Jack Tyrrell Form 5 REGAL ENTERTAINMENT / JACK TYRRELL ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

TYRRELL JACK

(Last) (First) (Middle)

RICHLAND VENTURES

1201 16TH AVENUE SOUTH

(Street)

NASHVILLE TN 37212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL ENTERTAINMENT GROUP [ RGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	02/27/2014		G	7,752(1)	D	$0	17,207	D
Class A Common Stock	02/27/2014		A	7,752	A	$0	15,882	I	by the Jack Tyrrell Revocable Trust(2)
Class A Common Stock	02/25/2015		G	5,765(3)	D	$0	11,442	D
Class A Common Stock	02/25/2015		A	5,765	A	$0	21,647	I	by the Jack Tyrrell Revocable Trust(2)
Class A Common Stock							100,000	I	by JRS Partners GP(4)
Class A Common Stock							136,684	I	by the Sandra F. Tyrrell Revocable Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Upon vesting of the restricted shares received 1/9/13, reporting person gifted the shares to the Jack Tyrrell Revocable Trust.

2. The 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.

3. Upon vesting of the restricted shares received 1/9/14, reporting person gifted the shares to the Jack Tyrrell Revocable Trust.

4. JRS 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.

5. The 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.

Remarks:

	Peter B. Brandow, by Power of Attorney	02/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.