4: Statement of changes in beneficial ownership of securities
Published on February 27, 2023
| 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/APE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2023 | ||||||||||||||||||||||||||
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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) | 02/23/2023 | A | 175,117 | A | $0 | 1,272,316 | D | |||
| Class A Common Stock(2) | 02/23/2023 | A | 933,213 | A | $0 | 2,205,529 | D | |||
| Class A Common Stock(3) | 02/23/2023 | F | 499,306 | D | $0 | 1,706,223(4) | 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 | ||||||||
| AMC Preferred Equity Units(1)(5) | $0 | 02/23/2023 | A | 175,117 | (5) | (5) | Class A Common Stock | 175,117 | $0 | 1,523,255 | D | ||||
| AMC Preferred Equity Units(2)(5) | $0 | 02/23/2023 | A | 933,213 | (5) | (5) | Class A Common Stock | 933,213 | $0 | 2,456,468 | D | ||||
| AMC Preferred Equity Units(3)(5) | $0 | 02/23/2023 | F | 499,305 | (5) | (5) | Class A Common Stock | 499,305 | $0 | 1,957,163 | D | ||||
| Restricted Stock Units(6) | $0 | 02/23/2023 | A | 483,773 | (6) | (6) | Class A Common Stock | 483,773 | $0 | 483,773 | D | ||||
| Restricted Stock Units(7) | $0 | 02/23/2023 | A | 869,113 | (7) | (7) | AMC Preferred Equity Units(5) | 869,113 | $0 | 869,113 | D | ||||
| Explanation of Responses: |
| 1. Shares of the Issuer's class A common stock ("Common Shares") and preferred equity units ("APEUs") were issued upon the vesting of certain Performance Stock Units ("PSUs") granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan ("EIP") pursuant to award agreements dated February 28, 2020, March 15, 2021, and March 2, 2022. The PSUs were granted subject to performance and service based vesting conditions. The PSUs vested based upon attainment of performance goals as certified by the Issuer's Compensation Committee of the Board of Directors (the "Committee") and the Reporting Person's continued employment. |
| 2. Common Shares and APEUs were granted under the EIP by the Committee in lieu of vesting of certain PSUs that failed to achieve performance goals for reasons outside the control of the Issuer or its management. |
| 3. Common Shares and APEUs otherwise issuable were withheld to satisfy tax obligations arising from the vesting events described in notes 1 and 2 above. |
| 4. Does not include 1,957,163 outstanding APEUs or Common Shares and APEUs issuable upon future vesting of equity grants, including 979,646 Common Shares and 1,364,986 APEUs issuable based upon continued service and 979,647 Common Shares and 1,364,987 APEUs issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 8,352,652 equity interests. |
| 5. Each 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 Common Share and trades on the NYSE under the symbol "APE". Each APEU is automatically convertible into one (1) Common Share upon an approval by the Issuer's stockholders to authorize sufficient additional Common Shares to permit the conversion of the then-outstanding APEUs. The APEUs have no expiration date. |
| 6. Each restricted stock unit ("RSU") represents the right to receive one (1) Common Share within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment. |
| 7. Each restricted stock unit ("RSU") represents the right to receive one (1) APEU within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment. |
| /s/Edwin F Gladbach, Attorney-in-Fact | 02/27/2023 | |
| ** 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.