UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)*
National CineMedia, Inc.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
635309107
 
(CUSIP Number)
Michael D. Cavalier
Senior Vice President, General Counsel and Secretary
Cinemark Holdings, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
(972) 665-1000


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2009
 
(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. o
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 
 

 

           
1   NAMES OF REPORTING PERSONS

Cinemark Holdings, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   15,188,955 shares
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0- shares
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   15,188,955 shares
       
WITH 10   SHARED DISPOSITIVE POWER
     
    -0- shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,188,955 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
   
  26.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC

 


 

EXPLANATORY NOTE
     This Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2009 (the “Schedule 13D”) with respect to the common stock of National CineMedia, Inc. (“Common Stock”), is being filed to report additional information under Item 5(c). Capitalized terms used but not otherwise defined herein shall have meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
     Item 5 is hereby amended to replace Item 5(c) in the Schedule 13D with the following:
     (c) Except as described in this Schedule 13D, Cinemark nor any of its subsidiaries has entered into any transaction involving the securities subject of this Schedule 13D within the past sixty days.
          None of the executive officers or directors of Cinemark or its wholly-owned subsidiaries has effected during the past sixty days any transaction in the Common Stock, except as described below:
  (i)   Robert Carmony, Senior Vice-President, New Technology and Training, sold 1,000 shares of Common Stock on March 11, 2009 through a personal online trading account at a price of $13.65 per share. Mr. Carmony had purchased the shares for investment purposes with his own funds.
 
      Mr. Carmony sold 450 shares of Common Stock on February 6, 2009 through a personal online trading account at a price of $12.23 per share. Mr. Carmony had purchased the shares for investment purposes with his own funds.
 
  (ii)   Walter Hebert, III, Senior Vice-President, Purchasing, sold 6,000 shares of Common Stock on February 2, 2009 through a personal brokerage account at a price of $10.50 per share. Mr. Hebert had purchased the shares for investment purposes with his own funds.
 
      Mr. Hebert, jointly with his wife, sold 1,500 shares of Common Stock on February 5, 2009 through a personal brokerage account at an average price of $10.59 per share. Mr. and Mrs. Hebert had purchased the shares for investment purposes with their own funds.
 
  (iii)   Carlos M. Sepulveda, a director and Chairman of the Audit Committee, sold 1,000 shares of Common Stock on January 30, 2009 through a personal brokerage account at an average price of $10.25 per share. Mr. Sepulveda had purchased the shares for investment purposes with his own funds.
     Cinemark and each of its wholly-owned subsidiaries expressly disclaims any beneficial ownership or receipt of proceeds from the sale of Common Stock as reported in this Item 5(c).

 


 

Schedule A
Directors and Executive Officers
     The name, principal occupation and business address of each director and executive officer of Cinemark as reported in Item 5(c) of this Amendment No. 1 are set forth below. Except for Mr. Valmir Fernandes, all the persons listed below are citizens of the United States of America.
         
        Position and Present Principal
Name   Business Address   Occupation
Lee Roy Mitchell
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Chairman of the Board
 
       
Benjamin D. Chereskin
  Three First National Plaza,
Suite 4600
Chicago, IL 60602
  Director
 
       
Vahe A. Dombalagian
  Three First National Plaza,
Suite 4600
Chicago, IL 60602
  Director
 
       
Carlos M. Sepulveda
  12770 Merit Dr, Suite 400,
Dallas, TX 75251
  Director
 
       
Peter R. Ezersky
  375 Park Avenue,
New York, NY 10152
  Director
 
       
Raymond W. Syufy
  150 Pelican Way,
San Rafael, CA 94901
  Director
 
       
Donald G. Soderquist
  201 S. 19th Street, Suite P, Rogers,
AR 72758
  Director
 
       
Roger T. Staubach
  15601 Dallas Parkway, Suite 400 Addison, TX 75001   Director
 
       
Steven P. Rosenberg
  1480 Justin Road,
Rockwall, TX 75087
  Director
 
       
Enrique F. Senior
  711 Fifth Avenue
New York, NY 10022
  Director
 
       
Alan W. Stock
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Chief Executive Officer
 
       
Timothy Warner
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   President, Chief Operating Officer
 
       
Robert D. Coppell
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Executive Vice President; Treasurer, Chief Financial Officer; Assistant Secretary
 
       
Michael D. Cavalier
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Senior Vice-President — General Counsel, Secretary
 
       
Robert Carmony
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Senior Vice-President — New Technology and Training
 
       
Walter Hebert, III
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Senior Vice-President — Purchasing
 
       
Tom Owens
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Senior Vice-President — Real Estate
 
       
John Lundin
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Vice-President — Film Licensing
 
       
Don Harton
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Vice-President — Construction
 
       
James Meredith
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Vice-President — Marketing and Communications
 
       
Steve Zuehlke
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   Vice-President — Director of Theatre Operations
 
       
Valmir Fernandes
  3900 Dallas Parkway, Suite 500, Plano, TX 75093   President — Cinemark International, L.L.C.

 


 

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.
             
Date: April 7, 2009   CINEMARK HOLDINGS, INC    
 
           
 
  By:   /s/ Michael D. Cavalier    
 
  Name:  
 
Michael D. Cavalier
   
 
  Title:   Senior Vice President — General Counsel and Secretary