S David Passman Iii Form 4 CARMIKE CINEMAS / S DAVID PASSMAN III ownership change

SEC Form 4

FORM 4

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

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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X

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

1. Name and Address of Reporting Person^*

PASSMAN S DAVID III

(Last) (First) (Middle)

1301 FIRST AVENUE

(Street)

COLUMBUS GA 31901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARMIKE CINEMAS INC [ CKEC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2016

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2016		M		200,000	A	$8.46	476,406(1)	D
Common Stock	12/21/2016		F		50,658.63	D	$33.4	425,747.37	D
Common Stock	12/21/2016		M		70,000	A	$10.92	495,747.37	D
Common Stock	12/21/2016		F		22,886.23	D	$33.4	472,861.14	D
Common Stock	12/21/2016		M		70,000	A	$7.34	542,861.14	D
Common Stock	12/21/2016		F		15,383.23	D	$33.4	527,477.91	D
Common Stock	12/21/2016		A(2)(3)		66,634(3)	A	$0.00	594,111.91	D
Common Stock	12/21/2016		D(2)(4)		594,111.91	D	(2)(4)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$8.46	12/21/2016		M			200,000	(5)	06/04/2019	Common Stock	200,000	$0.00	0	D
Stock Option	$10.92	12/21/2016		M			70,000	(5)	03/03/2020	Common Stock	70,000	$0.00	0	D
Stock Option	$7.34	12/21/2016		M			70,000	(5)	03/11/2011	Common Stock	70,000	$0.00	0	D

Explanation of Responses:

1. Includes 217 shares acquired through the Issuer Employee Stock Purchase Plan since the Reporting Person's last Form 4 filing.

2. As 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.

3. Issuer 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.

4. Issuer 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.

5. Options 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.

Remarks:

	/s/ Daniel E. Ellis, Atty in Fact	12/21/2016
	** Signature of Reporting Person	Date
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