Form: 4

Statement of changes in beneficial ownership of securities

March 17, 2014

4: Statement of changes in beneficial ownership of securities

Published on March 17, 2014

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*
AMERICAN MULTI-CINEMA, INC.
(Last) (First) (Middle)
ONE AMC WAY
11500 ASH STREET
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ] 		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)
03/13/2014
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
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
Common Units of National CineMedia, LLC $0 03/13/2014 A 141,731 (1) (1) Common Stock of National CineMedia, Inc. 141,731 (2) 19,194,501(3) D
1. Name and Address of Reporting Person*
AMERICAN MULTI-CINEMA, INC.
(Last) (First) (Middle)
ONE AMC WAY
11500 ASH STREET
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMC ENTERTAINMENT INC
(Last) (First) (Middle)
ONE AMC WAY
11500 ASH STREET
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMC ENTERTAINMENT HOLDINGS, INC.
(Last) (First) (Middle)
ONE AMC WAY
11500 ASH STREET
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
Explanation of Responses:
1. Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis and have no expiration date.
2. Common Units were issued pursuant to the Common Unit Adjustment Agreement, dated as of February 13, 2007, by and among National CineMedia, LLC, National CineMedia, Inc., American Multi-Cinema, Inc. and other parties thereto, and the terms and conditions set forth therein.
3. Of the reported securities, all 19,194,501 Common Units are owned directly by American Multi-Cinema, Inc. All of the reported Common Units are owned indirectly by AMC Entertainment Inc. and AMC Entertainment Holdings, Inc.
Remarks:
See Exhibit 99.1.
See Signatures attached as Exhibit 99.1 03/17/2014
** 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.

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