Calculation of Filing Fee Table
Form S-3
(Form Type)
National CineMedia, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to be Paid | Equity | Common Stock, par value $0.01 per share | | | | | | | | | | |
| Other | Warrants | | | | | | | | | | |
| Other | Units | | | | | | | | | | |
| Unallocated (universal) Shelf | | 457(o) | $100,000,000 (1) | (2) | $100,000,000 (1) | 0.0001102 | $11,020 | | | | |
| Fees Previously Paid | — | — | — | — | — | — | | — | | | | |
| Carry Forward Securities |
| Carry Forward Securities | — | — | — | — | | — | | — | — | — | — | — |
| Total Offering Amounts | | $100,000,000 | | $11,020 | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | $11,020 | | | | |
| Net Fee Due | | | | $0 | | | | |
(1)Includes an indeterminate aggregate principal amount and number of securities of each identified class of securities up to a proposed aggregate offering price of $100,000,000, which may be offered by the registrant from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion, exchange or exercise of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered, issued or become issuable in connection with any stock split, stock dividend or similar transaction or pursuant to anti-dilution provisions of any of the securities.
(2)The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3)As set forth in Table 2 below, pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting $11,020 of the fees associated with this registration statement from the filing fee previously paid by the registrant associated with the unsold shares of Common Stock registered on the registrant’s Registration Statement on Form S-3 (File No. 333-238015) filed on May 5, 2020, with the source of such fee offset the registrant's Registration Statement on Form S-3ASR (File No. 333-200976) filed on December 16, 2014 (together, the “Prior Registration Statements”), which offering has been terminated. No shares of Common Stock were sold under the Prior Registration Statements.
Table 2: Fee Offset Claims and Sources
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| Registrant of Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Rules 457(b) and 0-11(a)(2) |
| Fees Offset Claims | | — | — | — | | — | | | | | |
| Fees Offset Sources | — | — | — | | — | | | | | | — |
| Rule 457(p) |
| Fee Offset Claims | National CineMedia, Inc. | S-3 | 333-238015 | May 5, 2020 | | $32,971 | Equity | Common Stock, par value $0.01 per share | (2) | (2) | |
| Fees Offset Sources | National CineMedia, Inc. | S-3ASR | 333-176055 | | August 4, 2011 | | | | | | $45,157.67 |
