Sec Form 3 Filing - Blantyre Capital Ltd @ National CineMedia, Inc. - 2023-08-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Blantyre Capital Ltd 2. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [ NCMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 52 JERMYN STREET, 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2023 (Street) LONDON, X0SW1Y 6LX 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 4,333,751 I ( 1 ) ( 4 ) See footnotes ( 1 ) ( 4 ) Common Stock 18,224,327 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 ) Common Stock 4,106,271 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 )

Code 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blantyre Capital Ltd 52 JERMYN STREET LONDON, X0SW1Y 6LX X Mukadam Mubashir C/O BLANTYRE CAPITAL LIMITED 52 JERMYN STREET LONDON, X0SW1Y 6LX X Blantyre Mulanje II GP Ltd C/O BLANTYRE CAPITAL LIMITED 52 JERMYN STREET LONDON, X0SW1Y 6LX X Blantyre Fund II (GP) Ltd C/O BLANTYRE CAPITAL LIMITED 52 JERMYN STREET LONDON, X0SW1Y 6LX X Blantyre Fund III (GP) Ltd C/O BLANTYRE CAPITAL LIMITED 52 JERMYN STREET LONDON, X0SW1Y 6LX X Blantyre Mulanje II DAC 2ND FLOOR, BLOCK E IVEAGH COURT, HARCOURT ROAD DUBLIN, L22 X BSSF II Ireland DAC 2ND FLOOR, BLOCK E IVEAGH COURT, HARCOURT ROAD DUBLIN, L22 X BSSF III DAC 2ND FLOOR, BLOCK E IVEAGH COURT, HARCOURT ROAD DUBLIN, L22 X Signatures /s/ Mubashir Mukadam - for Blantyre Capital Limited, By: Mubashir Mukadam, its Director 08/16/2023 Signature of Reporting Person Date /s/ Russell Burt - for Blantyre Mulanje II GP Limited, By: Russell Burt, its Director 08/16/2023 Signature of Reporting Person Date /s/ Russell Burt - for Blantyre Fund II (GP) Limited, By: Russell Burt, its Director 08/16/2023 Signature of Reporting Person Date /s/ Russell Burt - for Blantyre Fund III (GP) Limited, By: Russell Burt, its Director 08/16/2023 Signature of Reporting Person Date /s/ Mubashir Mukadam - for Blantyre Mulanje II DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 08/16/2023 Signature of Reporting Person Date /s/ Mubashir Mukadam - for BSSF II Ireland DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 08/16/2023 Signature of Reporting Person Date /s/ Mubashir Mukadam - for BSSF III DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 08/16/2023 Signature of Reporting Person Date /s/ Mubashir Mukadam 08/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 4,333,751 shares of Common Stock held directly by Blantyre Mulanje II DAC. Blantyre Mulanje II GP Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by Blantyre Mulanje II DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. ( 2 )Represents 18,224,327 shares of Common Stock held directly by BSSF II Ireland DAC. Blantyre Fund II (GP) Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by BSSF II Ireland DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. ( 3 )Represents 4,106,271 shares of Common Stock held directly by BSSF III DAC. Blantyre Fund III (GP) Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by BSSF III DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. ( 4 )Blantyre Capital Limited ("Blantyre Capital") serves as the investment advisor for each of the fund vehicles that directly hold the reported securities, which are Blantyre Mulanje II DAC, BSSF II Ireland DAC, and BSSF III DAC. Mubashir Mukadam is a director, Managing Partner, and Chief Investment Officer of Blantyre Capital, and a director of each of Blantyre Fund II (GP) Limited, and Blantyre Mulanje II GP Limited. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest.

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).

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