4: Statement of changes in beneficial ownership of securities
Published on November 3, 2020
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMC ENTERTAINMENT HOLDINGS, INC. [ AMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| CLASS A COMMON STOCK(1) | 10/30/2020 | M | 66,668 | A | $0 | 87,635 | D | |||
| CLASS A COMMON STOCK(2) | 10/30/2020 | F | 29,568 | D | $0 | 58,067 | D | |||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units(3) | $0 | 10/30/2020 | C | 66,668 | (4) | (3) | Class A Common Stock | 66,668 | $0 | 0 | D | ||||
| Performance Stock Units(3) | $0 | 10/30/2020 | J(5) | 16,666 | (5) | (3) | Class A Common Stock | 16,666 | $0 | 0 | D | ||||
| Performance Stock Units(3) | $0 | 10/30/2020 | J(5) | 16,666 | (5) | (3) | Class A Common Stock | 16,666 | $0 | 16,666 | D | ||||
| Performance Stock Units(3) | $0 | 10/30/2020 | J(6) | 16,666 | (6) | (3) | Class A Common Stock | 16,666 | $0 | 0 | D | ||||
| Performance Stock Units(3) | $0 | 10/30/2020 | J(6) | 16,666 | (6) | (3) | Class A Common Stock | 16,666 | $0 | 16,666 | D | ||||
| Explanation of Responses: |
| 1. Shares of the Issuer's Class A Common Stock ("Stock") were delivered upon the vesting and settlement of certain performance stock units ("PSU") granted to the Reporting Person as further described in notes 3 and 4 below. |
| 2. Shares of Stock otherwise deliverable were withheld to satisfy the Reporting Person's tax obligations arising from the PSU vesting and Stock delivery events described in note 1 above and note 4 below. |
| 3. Each PSU represents the right to receive one share of Stock upon vesting. The PSUs were originally granted pursuant to the Issuer's 2013 Equity Incentive Plan ("EIP") on February 26, 2020, with an expiration date of February 26, 2030. |
| 4. The PSUs were scheduled to vest upon attainment of 20-day volume weighted average closing prices ("VWAP") for the Stock ranging from $12 to $24. On October 30, 2020, the Issuer's Board of Directors modified the PSUs to provide for immediate vesting, subject to a one year holding requirement. |
| 5. The PSUs were scheduled to vest upon attainment of a 20-day VWAP of $28 for the Stock. On October 30, 2020, the Issuer's Board of Directors modified the PSUs to change the vesting VWAP to $4. |
| 6. The PSUs were scheduled to vest upon attainment of a 20-day VWAP of $32 for the Stock. On October 30, 2020, the Issuer's Board of Directors modified the PSUs to change the vesting VWAP to $8. |
| /s/ Edwin F. Gladbach, Attorney-in-Fact | 11/03/2020 | |
| ** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.