AMC Entertainment Form 4 / Sean D. Goodman 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^*

Goodman Sean D.

(Last)

(First)

(Middle)

11500 ASH STREET

(Street)

LEAWOOD

66211

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS A COMMON STOCK	08/25/2023		M⁽¹⁾		13,259	A	$0	28,285⁽²⁾⁽⁸⁾⁽⁹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
AMC PREFERRED EQUITY UNITS⁽³⁾	$0	08/25/2023		M⁽¹⁾			132,591	⁽³⁾	⁽³⁾	CLASS A COMMON STOCK	13,259	$0	0	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾		6,752		⁽⁵⁾	⁽⁵⁾	CLASS A COMMON STOCK	6,752	$0	13,504⁽²⁾	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾			67,512	⁽⁵⁾	⁽⁵⁾	AMC PREFERRED EQUITY UNITS⁽³⁾	67,512	$0	0	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾		3,778		⁽⁶⁾	⁽⁶⁾	CLASS A COMMON STOCK	3,778	$0	7,556⁽²⁾	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾			37,773	⁽⁶⁾	⁽⁶⁾	AMC PREFERRED EQUITY UNITS⁽³⁾	37,773	$0	0	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾		19,798		⁽⁷⁾	⁽⁷⁾	CLASS A COMMON STOCK	19,798	$0	30,818⁽²⁾	D
RESTRICTED STOCK UNITS⁽⁴⁾	$0	08/25/2023		M⁽⁴⁾			197,975	⁽⁷⁾	⁽⁷⁾	AMC PREFERRED EQUITY UNITS⁽³⁾	197,975	$0	0	D

Explanation of Responses:

1. On August 25, 2023, each APEU (defined in footnote 3 below) automatically converted into one-tenth of a share of Issuer's Class A Common Stock ("Common Stock").

2. On August 24, 2023, the Issuer effected a 1-for-10 reverse stock split (the "Reverse Stock Split") on its Common Stock. The number of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

3. Each AMC Preferred Equity Unit ("APEU") was a depositary share and represented an interest in one one-hundredth (1/100th) of a share of the Issuer's Series A Convertible Participating Preferred Stock. Each APEU was designed to have the same economic and voting rights as a share of Common Stock and traded on the NYSE under the symbol "APE". Each APEU was automatically convertible into Common Stock upon approval by Issuer's stockholders to authorize sufficient additional shares of Common Stock to permit the conversion of the then-outstanding APEUs. The APEUs had no expiration date.

4. Upon the conversion of APEUs into shares of Common Stock, all unvested restricted stock units granted under the Issuer's 2013 Equity Incentive Plan ("RSUs") that represented the right to receive APEUs upon vesting automatically became eligible receive shares of Common Stock upon vesting.

5. The RSUs will be eligible to vest in January 2024, subject to continued employment.

6. One-half of RSUs will be eligible to vest in each of January 2024 and 2025, subject to continued employment.

7. One-third of RSUs will be eligible to vest in each of January 2024, 2025, and 2026, subject to continued employment.

8. Includes 1,766 shares of Common Stock received by the Reporting Person on August 28, 2023 in connection with the settlement by the Issuer of the action entitled In re AMC Entertainment Holdings, Inc. Stockholder Litigation, C.A. No. 2023-0215-MTZ.

9. Does not include Common Shares issuable upon future vesting of equity grants, including 51,878 Common Shares issuable based upon continued service and 51,878 Common Shares issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 132,041 equity interests.

	/S/EDWIN F GLADBACH, ATTORNEY-IN-FACT	08/28/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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AMC Entertainment (AMC) Form 4AMC ENTERTAINMENT / Sean D. Goodman ownership change