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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
AMC Preferred Equity Units | 06/15/2023 | S | 1,631,994 | D | $1.62 | 127,700,290 | I | See Footnotes(1)(2)(3)(4) | ||
AMC Preferred Equity Units | 06/15/2023 | S | 1,000,000 | D | $1.61 | 126,700,290 | I | See Footnotes(1)(2)(3)(4) | ||
AMC Preferred Equity Units | 06/15/2023 | S | 1,000,000 | D | $1.6 | 125,700,290 | I | See Footnotes(1)(2)(3)(4) | ||
Class A Common Stock | 06/15/2023 | X | 10,000 | D | $6 | 0(5) | I | See Footnotes(1)(2)(3)(4) | ||
AMC Preferred Equity Units | 06/16/2023 | S | 1,253,091 | D | $1.76 | 124,447,199 | I | See Footnotes(1)(2)(3)(4) | ||
AMC Preferred Equity Units | 06/16/2023 | S | 1,000,000 | D | $1.77 | 123,447,199 | I | See Footnotes(1)(2)(3)(4) | ||
AMC Preferred Equity Units | 06/16/2023 | S | 1,000,000 | D | $1.72 | 122,447,199 | I | See Footnotes(1)(2)(3)(4) | ||
Class A Common Stock | 06/16/2023 | X | 1,477,000 | D | $6 | 0(6) | I | See Footnotes(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Put Option (right to sell) | $4 | 06/15/2023 | P | 2,009 | 06/15/2023 | 08/18/2023 | Class A Common Stock | 200,900 | $1.39 | 33,623 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $3 | 06/15/2023 | P | 1,755 | 06/15/2023 | 08/18/2023 | Class A Common Stock | 175,500 | $0.72 | 34,827 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $3 | 06/15/2023 | P | 17 | 06/15/2023 | 09/15/2023 | Class A Common Stock | 1,700 | $0.83 | 21,581 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $3 | 06/15/2023 | P | 9,584 | 06/15/2023 | 09/15/2023 | Class A Common Stock | 958,400 | $0.86 | 31,165 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $4 | 06/15/2023 | P | 9,712 | 06/15/2023 | 09/15/2023 | Class A Common Stock | 971,200 | $1.58 | 41,276 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $6 | 06/15/2023 | X | 100 | 12/28/2022 | 06/15/2023 | Class A Common Stock | 10,000 | $0 | 0 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $4 | 06/16/2023 | P | 2,428 | 06/16/2023 | 08/18/2023 | Class A Common Stock | 242,800 | $1.39 | 36,051 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $4 | 06/16/2023 | P | 3,885 | 06/16/2023 | 09/15/2023 | Class A Common Stock | 388,500 | $1.62 | 45,161 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $4 | 06/16/2023 | P | 1 | 06/16/2023 | 08/18/2023 | Class A Common Stock | 100 | $1.38 | 36,052 | I | See Footnotes(1)(2)(3)(4) | |||
Put Option (right to sell) | $6 | 06/16/2023 | X | 14,770 | (7) | 06/16/2023 | Class A Common Stock | 1,477,000 | $0 | 0 | I | See Footnotes(1)(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 4 is being filed on behalf of (i) Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership ("Antara Master Fund"), (ii) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (iii) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), (iv) Antara Capital Fund GP LLC, a Delaware limited liability company ("Antara Fund GP") and (v) Himanshu Gulati (collectively, the "Reporting Persons"). |
2. Antara Capital serves as the investment manager of Antara Master Fund. Antara Fund GP is the general partner of Antara Master Fund and Antara GP is the general partner of Antara Capital. Himanshu Gulati is the sole member of Antara Fund GP and Antara GP. Each of Antara Capital, Antara GP, Antara Fund GP and Himanshu Gulati may be deemed to indirectly beneficially own the securities held directly by Antara Master Fund and each disclaims beneficial ownership of all such securities except to the extent of any indirect pecuniary interest therein. |
3. The securities are held directly by Antara Master Fund. |
4. This report shall not be deemed an admission that the Reporting Persons or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
5. The exercise of a put option by Antara Master Fund obligated Antara Master Fund to dispose of 10,000 shares of Class A Common Stock and Antara Master Fund borrowed such shares from an unaffiliated broker for delivery against the sale. The disposition of such put option as a result of its exercise and the sale of such underlying shares of Class A Common Stock were exempt from Section 16(b) matching pursuant to Rule 16b-6. |
6. The exercise of a put option by Antara Master Fund obligated Antara Master Fund to dispose of 1,477,000 shares of Class A Common Stock and Antara Master Fund borrowed such shares from an unaffiliated broker for delivery against the sale. The disposition of such put option as a result of its exercise and the sale of such underlying shares of Class A Common Stock were exempt from Section 16(b) matching pursuant to Rule 16b-6. |
7. Options exercisable at any time prior to the expiration date. Antara Master Fund acquired such options on December 28, 2022, December 29, 2022, December 30, 2022 and January 11, 2023. |
Antara Capital Master Fund LP By: Antara Capital LP, not in its individual corporate capacity, but solely as Investment Advisor and agent By: Antara Capital GP LLC, its general partner By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | 06/20/2023 | |
Antara Capital LP By: Antara Capital GP LLC, its general partner By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | 06/20/2023 | |
Antara Capital GP LLC By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | 06/20/2023 | |
Antara Capital Fund GP LLC By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | 06/20/2023 | |
/s/ Himanshu Gulati Himanshu Gulati | 06/20/2023 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |