Sec Form 13D Filing - Cinemark Holdings Inc. (CNK) filing for NATIONAL CINEMEDIA INC (NCMI) - 2023-02-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

National CineMedia, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

635309107

(CUSIP Number)

Michael D. Cavalier

Executive Vice President, General Counsel and Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway

Plano, Texas 75093

(972) 665-1000

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

February 23, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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 (“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).

CUSIP No. 635309107

EXPLANATORY NOTE

This Amendment No. 13 (“Amendment No. 13”) amends the Schedule 13D first filed on March 28, 2011, and as amended subsequently (the “Schedule 13D”), by Cinemark Holdings, Inc. (the “Reporting Person”) with respect to the common stock, par value $0.01 per share of the Issuer (the “Common Stock”). This Amendment No. 13 reflects changes to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Schedule 13D.

The information set forth on Schedule A is incorporated herein by reference.

Item 3 is hereby amended to add the following:

On February 23, 2023, pursuant to the redemption rights in the National CineMedia, LLC Operating Agreement, Cinemark Media, Inc. received 41,969,862 newly issued shares of Common Stock in exchange for 41,969,862 Units of National CineMedia, LLC (the “NCM Units”). No payments were made by or on behalf of any party in connection with the redemption. The Reporting Person, through its indirect wholly-owned subsidiaries Cinemark Media, Inc., continues to beneficially own 1,720,935 NCM Units.

The information set forth in Item 3 above is incorporated herein by reference.

Item 4 is hereby amended to add the following:

The Reporting Person acquired the shares of Common Stock and NCM Units referred to in Item 3 of this Amendment No. 13 for investment purposes. Except as set forth above, the reporting person has no present plans or proposals which relate to or would result in any of the events listed in Item 4(a) - (j).

The information set forth in Item 3 above is incorporated herein by reference.

Item 5 is hereby amended as follows:

(a) Including the Common Stock and the NCM Units referred to in this Amendment No. 13, the Reporting Person, through its wholly-owned subsidiary, Cinemark USA, Inc. and its wholly-owned subsidiary Cinemark Media, Inc., currently may be deemed to beneficially own 43,690,797 shares of Common Stock. Cinemark’s beneficial ownership of 43,690,797 shares of Common Stock equals approximately 25.35% of the Issuer’s issued and outstanding shares of Common Stock on an as-converted basis as of the filing date based upon 172,329,392 shares of Common Stock issued and outstanding as of December 30, 2022, as reported in the Issuer’s Form 10-Q, as amended, filed on November 9, 2022 (after giving effect to the issuances reported pursuant to the the Issuer’s Form 8-K filed on December 2, 2022, and the Issuer’s Form 8-K filed on December 30, 2022).

Neither the filing of this Amendment No. 13 nor any of its contents shall be deemed to constitute an admission that any executive officer or director of the Reporting Person or any of its subsidiaries listed on Schedule A hereto, is the beneficial owner of the Common Stock subject of this Amendment No. 13 for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Schedule A

Directors and Executive Officers

The name, principal occupation and business address of each director and executive officer of the Reporting Person are set forth below. All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

SIGNATURE

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