Form: 4

Statement of changes in beneficial ownership of securities

August 23, 2022

4: Statement of changes in beneficial ownership of securities

Published on August 23, 2022

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
CHAVARRIA CARLA C
(Last) (First) (Middle)
ONE AMC WAY
11500 ASH STREET
(Street)
LEAWOOD KS 66211
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMC ENTERTAINMENT HOLDINGS, INC. [ AMC/APE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, CHIEF HR OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
AMC Preferred Equity Units(1) $0 08/19/2022 J(2) V 147,610 (1) (1) Class A CommonStock 147,610 $0 147,610(3) D
Restricted Stock Units(4) $0 08/19/2022 A(5) V 19,831 (4) (4) AMC Preferred Equity Units 19,831 $0 19,831 D
Restricted Stock Units(6) $0 08/19/2022 A(5) V 50,634 (6) (6) AMC Preferred Equity Units 50,634 $0 50,634 D
Restricted Stock Units(7) $0 08/19/2022 A(5) V 13,557 (7) (7) AMC Preferred Equity Units 13,557 $0 13,557 D
Explanation of Responses:
1. Each AMC Preferred Equity Unit ("APEU") is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of the Issuer's Series A Convertible Participating Preferred Stock. Each APEU is designed to have the same economic and voting rights as a share of the Issuer's Class A Common Stock ("Common Stock") and trades on the NYSE under the symbol "APE". Each APEU is automatically convertible into one (1) share of Common Stock upon an approval by the Issuer's stockholders to authorize sufficient additional shares of Common Stock to permit the conversion of the then-outstanding APEUs. The APEUs have no expiration date.
2. The APEUs were distributed as a dividend on outstanding Common Stock with each holder receiving one (1) APEU for each share of Common Stock held (the "Dividend").
3. Does not include 147,610 shares of outstanding Common Stock or APEUs and Common Stock issuable upon future vesting of equity grants, including 84,022 shares of Common Stock and 84,022 APEUs issuable based upon continued service and 84,025 shares of Common Stock and 84,025 APEUs issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 631,314 equity interests.
4. Each restricted stock unit ("RSU") represents the right to receive one APEU within 30 days following vesting. The RSUs were originally granted under the Issuer's 2013 Equity Incentive Plan ("EIP") on March 2, 2022, and one-third (1/3) of the total grant will vest in each of January 2023, 2024, and 2025, subject to continued employment.
5. The Compensation Committee of the Board of Directors of the Issuer approved an equitable adjustment of awards outstanding under the EIP effective August 19, 2022, in connection with the Dividend. As a result, each previously reported RSU award was modified to provide for issuance of one (1) APEU in addition to one (1) share of Common Stock upon vesting.
6. Each RSU represents the right to receive one APEU within 30 days following vesting. The RSUs were originally granted under the EIP on March 15, 2021, and one-half (1/2) of the remaining grant balance will vest in each of January 2023 and 2024, subject to continued employment.
7. Each RSU represents the right to receive one APEU within 30 days following vesting. The RSUs were originally granted under the EIP on February 28, 2020, and the remaining grant balance will vest in January 2023, subject to continued employment.
/s/ Edwin F Gladbach, Attorney-in-Fact 08/23/2022
** 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.