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

Washington, D.C. 20549

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Under the Securities Exchange Act of 1934*

(Amendment No. 2)

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(Name of Issuer)

AMC Preferred Equity Units, each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock

(Title of Class of Securities)

00165C203

(CUSIP Number)

Lance Kravitz

Antara Capital LP

55 Hudson Yards

47th Floor, Suite C

New York, NY 10001

Telephone: (646) 762 8591

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

February 15, 2023

(Date of Event which Requires Filing of this Schedule)

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*	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, as amended (the “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).

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SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Antara Capital Master Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			227,232,507
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			227,232,507
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	227,232,507 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.44% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 8, 2023, according to the Schedule 14A filed by the Issuer with the SEC on February 14, 2022.

SCHEDULE 13D

CUSIP No.

SCHEDULE 13D

CUSIP No. 00165C203

(1) Includes 227,232,507  APEs owned directly by Antara Capital Master Fund LP, 3,924,046  APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 1,282,919 APEs owned directly by Corbin Opportunity Fund LP.

(2) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 8, 2023, according to the Schedule 14A filed by the Issuer with the SEC on February 14, 2022.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D filed on January 4, 2023 (the “Original Schedule 13D” and, as amended, the “Schedule 13D”) and relates to AMC Preferred Equity Units (“APEs”), each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of AMC Entertainment Holdings, Inc. (the “Issuer”), having its principal executive offices at One AMC Way 11500 Ash Street, Leawood, KS 66211. The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

“Schedule I sets forth all other transactions that have occurred since Amendment No. 1 with respect to APEs beneficially owned in the aggregate by the Reporting Persons (together with those certain transactions set forth on Schedule I of Amendment No. 1 to the Schedule 13D, the “Additional Open Market Shares”). Except as otherwise set forth herein, the source of the funding for the purchase of the Additional Open Market Shares and Private Placement APEs was working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Reporting Persons.”

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

“All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 8, 2023, according to the Schedule 14A filed by the Issuer with the SEC on February 14, 2022.

 

(a) and (b)

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 232,439,472 APEs, representing 25.00% of the outstanding APEs.

 

(i) Antara Master Fund has shared voting and dispositive power over 227,232,507 APEs, representing 24.44% of the outstanding APEs;

 

(ii) Antara Fund GP, by virtue of its status as general partner of Antara Master Fund, has shared voting and dispositive power over 227,232,507 APEs, representing 24.44% of the outstanding APEs;

 

(iii) Antara Capital, by virtue of its status as investment adviser to Antara Master Fund and by virtue of certain investment management agreements that provide for it to act as sub advisor to Corbin ERISA Opportunity Fund Ltd (“Corbin ERISA Fund”) and Corbin Opportunity Fund LP (“Corbin Opportunity Fund”), has shared voting and dispositive power over 232,439,472 APEs, representing 25.00% of the outstanding APEs;

 

(iv) Antara GP, by virtue of its status as general partner of Antara Capital, has shared voting and dispositive power over 232,439,472 APEs, representing 25.00% of the outstanding APEs; and

 

(v) Mr. Gulati, by virtue of his status as sole member of Antara Fund GP and Antara GP, has shared voting and dispositive power over 232,439,472 APEs, representing 25.00% of the outstanding APEs.

 

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any APEs of the Issuer, other than the APEs of the Issuer owned of record by such Reporting Person.

 

(c) Schedule I sets forth all transactions with respect to the Additional Open Market Shares effected by Reporting Persons since the Original Schedule 13D. All such transactions with respect to the Additional Open Market Shares were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.

 

(d) Not applicable.

 

(e) Not applicable.”

 

[Signatures on following page]

SIGNATURES

 

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

 

Dated: February 16, 2023	Antara Capital Fund GP LLC
	By:	/s/ Himanshu Gulati
	Name:	Himanshu Gulati
	Title:	Managing Member

 

Additional Open Market Shares

 

 

 

 

 

 

 

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