Form: 4

Statement of changes in beneficial ownership of securities

January 29, 2021

4: Statement of changes in beneficial ownership of securities

Published on January 29, 2021

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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OMB Number: 3235-0287
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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*
Silver Lake Group, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 01/27/2021 M(1) 33,317,145 A $13.51(2) 33,317,145 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 6,820,443 D $14.105(5) 26,496,702 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 8,097,734 D $15.1584(6) 18,398,968 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 11,228,098 D $16.0765(7) 7,170,870 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 4,122,269 D $16.9755(8) 3,048,601 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 1,328 D $17.5714(9) 3,047,273 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 673,475 D $19.9767(10) 2,373,798 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 718,782 D $20.9611(11) 1,655,016 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 1,095,139 D $21.7598(12) 559,877 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 402,244 D $22.7557(13) 157,633 I Held through SLA CM Avatar Holdings, L.P.(3)
Class A Common Stock 01/27/2021 S 157,633 D $24.0307(14) 0 I Held through SLA CM Avatar Holdings, L.P.(3)
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
2.95% Convertible Senior Notes due 2026 $13.51(2) 01/27/2021 M(1) $450,000,000 (4) (4) Class A Common Stock 33,317,145 $0.00 $0.00 I Held through SLA CM Avatar Holdings, L.P.(3)
1. Name and Address of Reporting Person*
Silver Lake Group, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLAA (GP), L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Alpine Associates, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SL Alpine Aggregator GP, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLA CM GP, L.L.C.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLA CM Avatar Holdings, L.P.
(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Explanation of Responses:
1. Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.
2. Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.
3. These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
4. The 2026 Convertible Notes were convertible into shares of Class A Common Stock until September 15, 2024 and were scheduled to mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.55 to $14.545, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) - (14) of this Form 4.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.55 to $15.546, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.55 to $16.545, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.55 to $17.54, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.555 to $17.59, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.505 to $20.50, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.505 to $21.50, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.505 to $22.50, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.505 to $23.315, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.135, inclusive.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 01/29/2021
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 01/29/2021
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 01/29/2021
/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 01/29/2021
/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 01/29/2021
/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Avatar Holdings, L.P. 01/29/2021
** 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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