National CineMedia (NCMI) Form 4 Change in insider ownership

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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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^*

REGAL ENTERTAINMENT GROUP

(Last) (First) (Middle)

101 EAST BLOUNT AVENUE

(Street)

KNOXVILLE TN 37920

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2020

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

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

	Form filed by One Reporting Person
X	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

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
Common Units of National CineMedia, LLC	$0	03/26/2020		A		520,025		(1)	(1)	Common Stock of National CineMedia, Inc.	520,025	$0	42,290,694(2)	I	By Reporting Entities

1. Name and Address of Reporting Person^*

REGAL ENTERTAINMENT GROUP

(Last) (First) (Middle)

101 EAST BLOUNT AVENUE

(Street)

KNOXVILLE TN 37920

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Regal CineMedia CORP

(Last) (First) (Middle)

101 EAST BLOUNT AVENUE

(Street)

KNOXVILLE TN 37920

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REGAL CINEMAS INC

(Last) (First) (Middle)

101 EAST BLOUNT AVENUE

(Street)

KNOXVILLE TN 37920

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cineworld Group plc

(Last) (First) (Middle)

101 EAST BLOUNT AVENUE

(Street)

KNOXVILLE TN 37920

(City) (State) (Zip)

Explanation of Responses:

1. Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.

2. The reported securities are owned directly by Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC and indirectly by Regal CineMedia Corporation, Regal Cinemas Corporation, Regal Entertainment Holdings, Inc., Regal Entertainment Group, Crown Intermediate Holdco, Inc., Crown UK Holdco Limited and Cineworld Group plc.

	REGAL ENTERTAINMENT GROUP By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer	03/30/2020
	REGAL CINEMEDIA HOLDINGS, LLC By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer	03/30/2020
	REGAL CINEMEDIA CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer	03/30/2020
	REGAL CINEMAS, INC. By: Name: Vincent Fusco Title: President, Chief Financial Officer and Treasurer	03/30/2020
	REGAL CINEMAS CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer	03/30/2020
	REGAL ENTERTAINMENT HOLDINGS, INC. By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer	03/30/2020
	CROWN INTERMEDIATE HOLDCO, INC. By: Name: Nisan Cohen Title: Board Director	03/30/2020
	CROWN UK HOLDCO LIMITED By: Name: Nisan Cohen Title: Board Director	03/30/2020
	CINEWORLD GROUP PLC By: Name: Nisan Cohen Title: Board Director & Chief Financial Officer	03/30/2020
	** 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).
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