AMC Entertainment (AMC) Form 4 AMC ENTERTAINMENT / 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 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, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

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)	01/02/2025		M		84,226	A	$0	156,769	D
Class A Common Stock(4)	01/02/2025		F		39,686	D	$0	117,083(5)	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	01/02/2025		C			3,779	(1)	(1)	Class A Common Stock	3,779	$0	0	D
Restricted Stock Units(2)	$0	01/02/2025		C			10,272	(2)	(2)	Class A Common Stock	10,272	$0	10,274	D
Restricted Stock Units(3)	$0	01/02/2025		C			70,175	(3)	(3)	Class A Common Stock	70,175	$0	140,352	D

Explanation of Responses:

1. Shares of Issuer's Class A Common Stock ("Shares") were issued upon the vesting of certain Restricted Stock Units ("RSUs") originally granted in 2022, under the Issuer's 2013 Equity Incentive Plan ("2013 EIP"). Each RSU represents the right to receive one Share upon vesting. One-third of the total grant vested on January 2, 2025, based upon the Reporting Person's continued employment.

2. Shares were issued upon the vesting of certain RSUs originally granted in 2023, under the 2013 EIP. Each RSU represents the right to receive one Share upon vesting. One-third of the total grant vested on January 2, 2025, based upon the Reporting Person's continued employment.

3. Shares were issued upon the vesting of certain RSUs originally granted in 2024, under the Issuer's 2024 Equity Incentive Plan ("2024 EIP"). Each RSU represents the right to receive one Share upon vesting. One-third of the total grant vested on January 2, 2025, based upon the Reporting Person's continued employment.

4. Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations arising from the RSU vesting events described in notes 1-3 above.

5. Does not include Shares issuable upon future vesting of equity grants, including 150,626 Shares issuable based upon continued service and 234,848 Shares issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 502,557 Shares.

	/s/ Edwin F. Gladbach, Attorney-in-Fact	01/06/2025
	** 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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