Cinemark (CNK) Form 4 National CineMedia / USA INC /TX CINEMARK 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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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^*

Cinemark Holdings, Inc.

(Last) (First) (Middle)

3900 DALLAS PARKWAY

SUITE 500

(Street)

PLANO TX 75093

(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)
03/17/2016

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	$0.00(1)	03/17/2016		A		753,598(2)		(1)	(1)	Common Stock of National CineMedia, Inc.	753,598(2)	(1)	26,384,644	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Cinemark Holdings, Inc.

(Last) (First) (Middle)

3900 DALLAS PARKWAY

SUITE 500

(Street)

PLANO TX 75093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CINEMARK USA INC /TX

(Last) (First) (Middle)

3900 DALLAS PARKWAY

SUITE 500

(Street)

PLANO 75093

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cinemark Media, Inc.

(Last) (First) (Middle)

3900 DALLAS PARKWAY

SUITE 500

(Street)

PLANO TX 75093

(City) (State) (Zip)

Explanation of Responses:

1. Common Units of National CineMedia, LLC may be converted at any time into common stock of National CineMedia, Inc.on a one-for-one basis and have no expiration date.

2. Common Units were transferred effective March 17, 2016, pursuant to the Common Unit Adjustment Agreement, dated February 13, 2007 between National CineMedia, LLC and Cinemark Media, Inc.

3. The reported securities are owned directly by Cinemark Media, Inc. and indirectly by Cinemark USA, Inc. and Cinemark Holdings, Inc. Cinemark Media, Inc. is a wholly-owned subsidiary of Cinemark USA, Inc. and Cinemark USA, Inc. is a wholly-owned subsidiary of Cinemark Holdings, Inc. which is the ultimate parent company of each joint filer of this report.

Remarks:

	/s/ Michael Cavalier, Executive Vice Presidentdent-General Counsel, Cinemark Holdings, Inc.	03/21/2016
	/s/ Michael Cavalier, Executive Vice President-General Counsel, Cinemark USA, Inc.	03/21/2016
	/s/ Michael Cavalier, Executive Vice President-General Counsel, Cinemark Media, Inc.	03/21/2016
	** Signature of Reporting Person	Date
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