AMC Entertainment (AMC) Form 4 AMC ENTERTAINMENT / ELIZABETH F FRANK 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^*

FRANK ELIZABETH F

(Last) (First) (Middle)

ONE AMC WAY

11500 ASH STREET

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMC ENTERTAINMENT HOLDINGS, INC. [ AMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Worldwide Programming & Ch

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

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
Class A Common Stock(1)(2)(3)	01/03/2022		M		62,706	A	$0	62,832	D
Class A Common Stock(4)	01/03/2022		A		29,627	A	$0	92,459	D
Class A Common Stock(5)	01/03/2022		F		42,755	D	$0	49,704(6)	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
Restricted Stock Units(1)	$0	01/03/2022		C			9,423	(1)	(1)	Class A Common Stock	9,423	$0	0	D
Restricted Stock Units(2)	$0	01/03/2022		C			18,473	(2)	(2)	Class A Common Stock	18,473	$0	18,475	D
Restricted Stock Units(3)	$0	01/03/2022		C			34,810	(3)	(3)	Class A Common Stock	34,810	$0	69,621	D

Explanation of Responses:

1. Shares were issued upon the vesting of certain Restricted Stock Units ("RSUs") originally granted under the Issuer's 2013 Equity Incentive Plan ("EIP") on March 6, 2019. One third of the total grant vested on January 3, 2022, based upon the Reporting Person's continued employment.

2. Shares were issued upon the vesting of certain RSUs originally granted under the EIP on February 28, 2020. One third of the total grant vested on January 3, 2022, based upon the Reporting Person's continued employment.

3. Shares were issued upon the vesting of certain RSUs originally granted under the EIP on March 15, 2021. One third of the total grant vested on January 3, 2022, based upon the Reporting Person's continued employment.

4. Shares were issued upon the vesting of certain Performance Stock Units ("PSUs") originally granted under the EIP on March 6, 2019, and February 28, 2020, each as modified. The PSUs vested on January 3, 2022, based upon attainment of performance goals certified by the Compensation Committee of the Issuer's Board of Directors and the Reporting Person's continued employment.

5. Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations arising from the vesting events described in notes 1-4 above.

6. Does not include Shares issuable upon future vesting of equity grants, including 88,096 Shares issuable based upon continued service and 150,804 Shares issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 288,604 Shares.

	/s/ Edwin F. Gladbach, Attorney-in-Fact	01/05/2022
	** 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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