SC 13D: 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.     )*

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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).

SCHEDULE 13D

(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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(1)     Percentage calculated based on a total of 103,514,196 shares of Class A common stock including (i) 51,744,412 shares of Class A common stock issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 shares of Class A common stock that are issuable upon conversion of the Reporting Person’s 51,769,784 shares of Class B common stock, which are convertible at any time.

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Introduction

This Schedule 13D (this “Schedule”) is being filed by the Reporting Persons (as defined in Item 2 below) and relates to the shares of Class A Common Stock, par value $0.01 per share (the “ Class A Shares”) of AMC Entertainment Holdings, Inc., a Delaware corporation (the “Issuer”).

Item 1. Security and Issuer.

This Schedule relates to the Class A Shares of the Issuer. The principal executive offices of the Issuer are located at One AMC Way, 11500 Ash Street, Leawood, KS 66211.

The Issuer’s Class A Shares are listed on the New York Stock Exchange under the symbol “AMC.”

Item 2. Identity and Background.

(a) (f)                 This Schedule is being jointly filed pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed below. Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

1)                                     Wanda America Entertainment, Inc., a Delaware corporation (“WAE”);

2)                                     Qingdao Wanda Movie and TV Investment Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“QWM”);

3)                                     Dalian Wanda Group Business Service Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“DWGB”);

4)                                     Wanda America Investment Holding Co. Ltd., a Delaware corporation (“WAI”);

5)                                     Qingdao Wanda Culture Investment Co., Ltd., a limited liability company incorporated  under the laws of the People’s Republic of China (“QWC”);

6)                                     Beijing Wanda Investment Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“BWI”);

7)                                     Beijing Wanda Culture Industry Group Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“BWC”);

8)                                     Dalian Wanda Group Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“DWGC”);

9)                                     Dalian Hexing Investment Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“DHI”); and

10)                              Jianlin Wang, a citizen of the People’s Republic of China (“Mr. Wang,” and, together with WAE, QWM, DWGB, WAI, QWC, BWI, BWC, DWGC and DHI, the “Reporting Persons”)

The 51,769,784 shares of Class B Common Stock (the “Class B Shares”) are held directly by WAE.  WAE is controlled by QWM and WAI.  QWM is a wholly-owned subsidiary of DWGB, which is controlled by DWGC. WAI is a wholly-owned subsidiary of QWC, which is a wholly-owned subsidiary of BWI, which is controlled by BWC, which is a wholly-owned subsidiary of DWGC, which is controlled by DHI, which is controlled by Wang Jianlin.

(b)                                 The address of the principal business and principal office of each of the Reporting Persons is listed below. Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

1)                                     WAE — 850 New Burton Road, Suite 201, Dover, Delaware 19904

2)                                     QWM — 1607 East Dongyue Road, Huangdao District, Qingdao City, Shandong Province, the People’s Republic of China

3)                                     DWGB — 539 Changjiang Road, Xigang District, Dalian City, Liaoning Province, the People’s Republic of China

4)                                     WAI — One AMC Way, 11500 Ash Street, Leawood, KS 66211

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5)                                     QWC — 1607 East Dongyue Road, Huangdao District, Qingdao City, Shandong Province, the People’s Republic of China

6)                                     BWI — 3/F Building 8, Wanda Plaza, 93 Jianguo Road, Chaoyang District, Beijing, the People’s Republic of China

7)                                     BWC — Room 2001, 75 Xinhua Street North, Tongzhou District, Beijing, People’s Republic of China

8)                                     DWGC — No. 539, Changjiang Road, Xigang District, Dalian City, Liaoning Province, People’s Republic of China

9)                                     DHI — 539, Changjiang Road, Xigang District, Dalian City, Liaoning Province, People’s Republic of China

10)                              Mr. Wang — 1-1-1, No. 6, Mingze Garden, Zhongshan District, Dalian City, Liaoning Province, People’s Republic of China

(c)                                  The principal business of the Reporting Persons is making equity and related investments.

Mr. Wang is an entrepreneur who is employed as the Director and Chairman of the Board of Directors of DWGC.

Information relating to the directors, executive officers, partners and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

(d)                                 None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

(e)                                  None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A hereto, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On September 7, 2018, as part of a reorganization (the “Reorganization”) involving the Reporting Persons, 75,826,927 Class B Shares were transferred from WAI to WAE in exchange for 93.6848 shares of Common Stock of WAE, pursuant to the terms of a Contribution and Exchange Agreement (the “Contribution Agreement”). Each Class B share is convertible into one Class A Share at any time.

Item 4. Purpose of Transaction.

The Reporting Persons acquired 75,826,927 Class B Shares from WAI as part of the Reorganization, which was completed for tax planning purposes.

On September 14, 2018, WAE sold 24,057,143 Class B Shares back to the Issuer for $421,000,002.50 pursuant to the terms of a Stock Repurchase and Cancellation Agreement (the “Stock Repurchase Agreement”).

Except as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.

The Reporting Persons may, from time to time, make additional purchases of securities of the Issuer either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities.

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Item 5. Interest in Securities of the Issuer.

(a)                                 As of the date of this Schedule, the Reporting Persons beneficially own an aggregate of 51,769,784 Class A Shares issuable upon conversion of the Class B Shares, or 50.0% of the Issuer’s Class A Shares (including those Class A Shares issuable upon conversion of the Class B Shares). The beneficial ownership percentages used in this Schedule are calculated based on a total of 103,514 Class A Shares including (i) 51,744,412 Class A Shares issued and outstanding as of July 31, 2018 as provided in the Issuer’s Form 10-Q filed on August 7, 2018 and (ii) 51,769,784 Class A Shares that are issuable upon conversion of the Reporting Person’s 51,769,784 Class B Shares, which are convertible at any time.

(b)                                 The Reporting Persons are deemed to share voting and dispositive power with respect to all 51,769,784 Class A Shares that are issuable upon conversion of the Class B Shares.

(c)                                  Except as described in Items 3 and 4 of this Schedule, which descriptions are incorporated herein by reference, to the knowledge of the Reporting Persons, none of the persons named in response to Item 5(a) has effected any transactions in the Class A Shares or Class B Shares of the Issuer during the past 60 days.

(d)                                 Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.

(e)                                  Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Pursuant to Rule 13d-i(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement attached hereto as Exhibit 1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

The description of the Contribution Agreement described in Item 4 above is incorporated into this Item 6 by reference. The summary of the Contribution Agreement is qualified in its entirety by reference to the Contribution Agreement, a copy of which is attached hereto as Exhibit 2.

The description of the Stock Repurchase and Cancellation Agreement described in Item 4 above is incorporated into this Item 6 by reference. The summary of the Stock Repurchase Agreement is qualified in its entirety by reference to the Stock Repurchase Agreement, a copy of which is attached hereto as Exhibit 3.

Except as described herein, there are no contracts, arrangements, undertakings or relationship (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Issuer.

Item 7. Materials to be Filed as Exhibits.

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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: September 17, 2018

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Schedule A

Directors, Executive Officers, Partners and Members of the Reporting Persons

Wanda America Entertainment, Inc.

Qingdao Wanda Movie and TV Investment Co., Ltd.

Dalian Wanda Group Business Service Co., Ltd.

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Wanda America Investment Holding Co. Ltd.

Qingdao Wanda Culture Investment Co., Ltd.

Beijing Wanda Investment Co., Ltd.

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Beijing Wanda Culture Industry Group Co., Ltd.

Dalian Wanda Group Co., Ltd.

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Dalian Hexing Investment Co., Ltd.

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