SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

Under the Securities Exchange Act of 1934
(Amendment No. 5)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes shares of the Issuer’s Common Stock issuable to American Multi-Cinema, Inc. (“AMC”) if AMC chooses to redeem all Units of National CineMedia, LLC (“NCM LLC”) it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC in lieu of a cash payment.

* Based on (i) 61,937,486 shares outstanding as of February 20, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on February 27, 2015, plus (ii) the shares issuable to AMC if AMC chooses to redeem all Units it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC.

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(1) Includes shares of the Issuer’s Common Stock issuable to AMC if AMC chooses to redeem all Units of NCM LLC that AMC owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC in lieu of a cash payment.

* Based on (i) 61,937,486 shares outstanding as of February 20, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on February 27, 2015, plus (ii) the shares issuable to AMC if AMC chooses to redeem all Units it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC.

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(1) Includes shares of the Issuer’s Common Stock issuable to AMC if AMC chooses to redeem all Units of NCM LLC it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC in lieu of a cash payment.

* Based on (i) 61,937,486 shares outstanding as of February 20, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on February 27, 2015, plus (ii) the shares issuable to AMC if AMC chooses to redeem all Units it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC.

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This Amendment No. 5 (“Amendment No. 5”) amends the Statement on Schedule 13D first filed on July 8, 2010, and as amended (the “Schedule 13D”), and is filed jointly by AMC Entertainment Holdings, Inc. (“Holdings”), AMC Entertainment Inc. (“AMCE”), and American Multi-Cinema, Inc. (“AMC,” and together with Holdings and AMCE, the “Reporting Persons”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of National CineMedia, Inc. (the “Issuer”) whose principal executive offices are at 9110 East Nichols Avenue, Suite 200, Centennial, Colorado 80112-3405.  Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.

(a)                                 On March 17, 2015, pursuant to the CUA Agreement, the National CineMedia, LLC (“NCM LLC”) notified AMC that it will receive 469,163 newly issued Units of NCM LLC in accordance with the 2014 Annual Adjustment.  The Units will be settled on March 31, 2015, but NCM LLC’s obligation to issue such Units became irrevocable on March 17, 2015.

Each unit of NCM LLC is immediately redeemable for one share of the Issuer’s Common Stock or, at the Issuer’s option, a cash payment equal to the market price of one share of the Issuer’s Common Stock.  Accordingly, if AMC chooses to redeem all of the Units it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC, then AMC would receive 19,663,664 shares of the Issuer’s Common Stock upon the exchange.

Therefore, as of March 20, 2015, AMC (and by reason of their ownership of AMC, AMCE and Holdings) may be deemed the beneficial owner of 19,663,664 shares of Common Stock, representing 24.1% of the shares of common stock outstanding (such percentage of shares outstanding being calculated based on (i) 61,937,486 shares outstanding as of February 20, 2015, as reported in the Issuer’s Annual Report on Form 10-K filed on February 27, 2015, plus (ii) the shares issuable to AMC if AMC chooses to redeem all Units it owns and the Issuer elects to issue shares of its Common Stock to AMC in exchange for all of the Units owned by AMC).

To the knowledge of the Reporting Persons, none of the Wanda Affiliates or the persons listed on Schedule A to Amendment No. 5 directly owns any shares of Common Stock.  As of March 20, 2015, Wanda America holds approximately 77.86% of Holdings’ total outstanding common stock and 91.34% of the combined total voting power of Holdings’ outstanding common stock.  Each of the Wanda Affiliates disclaims beneficial ownership of the Issuer’s Common Stock.

(b)                                 Each of the Reporting Persons has the shared power to vote and dispose of all 19,663,664 shares of Common Stock.  No Reporting Person has the sole power to vote or dispose of any of the Common Stock.

(c)                                  Except as described Item 5(a) of this Amendment No. 5, none of Reporting Persons, and, to the knowledge of the Reporting Persons, none of the Wanda Affiliates or the persons listed on

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Schedule A to this Amendment No. 5 has effected any transactions in the Common Stock in the past sixty days.

Schedule A

Directors and Executive Officers

AMC Entertainment Holdings, Inc.

The name, principal occupation and citizenship of each director and executive officer of Holdings, AMCE and AMC are set forth below, as of March 20, 2015. The address for each of directors and executive officer is c/o AMC Entertainment Holdings, Inc., One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  March 20, 2015

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