Sec Form 4 Filing - Felenstein Scott D @ National CineMedia, Inc. - 2024-02-09

FORM 4 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 Felenstein Scott D 2. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [ NCMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President - Sales & Marketing (Last) (First) (Middle) C/O NATIONAL CINEMEDIA INC, 6300 S. SYRACUSE WAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2024 (Street) CENTENNIAL, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/09/2024 A 516,667 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 516,667 $ 0 516,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Felenstein Scott D C/O NATIONAL CINEMEDIA INC 6300 S. SYRACUSE WAY, SUITE 300 CENTENNIAL, CO80111 President - Sales & Marketing Signatures /s/ Laura Anne Kenwick, as-attorney-in-fact 02/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 2 )One half of this award is time based and vests as follows:(i) 30 percent will vest on December 31, 2024,(ii) 7.5 percent will vest at the end of each quarterly period throughout 2025, and(iii) 10 percent will vest at the end of each quarterly period throughout 2026. ( 3 )One half of the award is performance based and vests as follows:(i) 50 percent will vest based on the achievement of a total shareholder value metric achievement during the period ending on December 31, 2026 (TSV Achievement), and(ii) 50 percent will vest on the basis of three separate measurement periods for each of 2024, 2025, and 2026 based on the achievement of an unlevered free cash flow per share metric (FCF Achievement).In the event that the TSV Achievement exceeds the FCF Achievement for any of the applicable measurement periods, then the FCF Achievement will be increased to the percentage of the TSV Achievement for that period. Additionally, in the event that the Company achieves the maximum level of TSV Achievement, then all of the restricted stock units under the FCF Achievement will vest.

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).

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