Elizabeth F Frank 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 PROGRAM & CCO

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2020

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)	12/28/2020		M		36,638	A	$0	217,422	D
CLASS A COMMON STOCK(4)	12/28/2020		A		24,526	A	$0	241,948	D
CLASS A COMMON STOCK(5)	12/28/2020		F		28,168	D	$0	213,780	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	12/28/2020		C			8,742	(1)	(1)	CLASS A COMMON STOCK	8,742	$0	0	D
RESTRICTED STOCK UNITS(2)	$0	12/28/2020		C			9,423	(2)	(2)	CLASS A COMMON STOCK	9,423	$0	9,423	D
RESTRICTED STOCK UNITS(3)	$0	12/28/2020		C			18,473	(3)	(3)	CLASS A COMMON STOCK	18,473	$0	36,948	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") granted to the Reporting Person pursuant to the terms of a Restricted Stock Award Agreement ("Award") dated March 12, 2018 under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan ("EIP"). One third of the original grant vested on December 28, 2020 based upon the Reporting Person's continued employment with the Issuer with each RSU convertible into one Share.

2. Shares were issued upon the vesting of certain RSUs granted to the Reporting Person pursuant to the terms of an EIP Award dated March 6, 2019. One third of the original grant vested on December 28, 2020 based upon the Reporting Person's continued employment with the Issuer with each RSU convertible into one Share.

3. Shares were issued upon the vesting of certain RSUs granted to the Reporting Person pursuant to the terms of an EIP Award dated February 28, 2020. One third of the original grant vested on December 28, 2020 based upon the Reporting Person's continued employment with the Issuer with each RSU convertible into one Share.

4. Shares were issued upon the vesting of certain Performance Stock Units ("PSUs") granted to the Reporting Person pursuant to the terms of an EIP Award dated March 12, 2018. The PSUs were granted subject to performance and service based vesting conditions. The PSUs vested on December 28, 2020 based upon attainment of performance goals certified by the Issuer's Compensation Committee of the Board of Directors and the Reporting Person's continued employment with the Issuer. Each vested PSU was convertible into one Share.

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

	/S/EDWIN F GLADBACH, ATTORNEY-IN-FACT	12/30/2020
	** 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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