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. 9)

 

 

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, Suite 500

Plano, Texas 75093

(972) 665-1000

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

March 28, 2019

(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 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)  ☐    (b)  ☒
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)  ☐
6		Citizenship or Place of Organization   Delaware
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With				7		Sole Voting Power   39,737,700 shares
				8		Shared Voting Power   -0- shares
				9		Sole Dispositive Power   39,737,700 shares
				10		Shared Dispositive Power   -0- shares
11		Aggregate Amount Beneficially Owned by Each Reporting Person   39,737,700 shares
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)  ☐
13		Percent of Class Represented by Amount in Row   33.58%
14		Type of Reporting Person (See Instructions)
		HC

EXPLANATORY NOTE

This Amendment No. 9 (“Amendment No. 9”) 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. 9 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

On March 14, 2019, pursuant to the Common Unit Adjustment Agreement, the Issuer notified the Reporting Person that on or about March 28, 2019, the Reporting Person shall receive, through its wholly-owned subsidiary, Cinemark USA, Inc. and its wholly-owned subsidiary Cinemark Media, Inc., 219,056 newly issued NCM Units in accordance with the 2018 Annual Adjustment.

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

The Reporting Person acquired the NCM Units referred to in Item 3 of this Amendment No. 9, in accordance with the 2018 Annual Adjustment, for investment purposes pursuant to the terms of the Common Unit Adjustment Agreement.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

(a) Including the NCM Units referred to in this Amendment No. 9, 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 39,737,700 shares of Common Stock. Cinemark’s beneficial ownership of 39,737,700 shares of Common Stock equals approximately 33.58% of the Issuer’s issued and outstanding shares of Common Stock on an as-converted basis as of the filing date.

Neither the filing of this Amendment No. 9 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. 9 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.

 

Name		Business Address		Present Principal Occupation and Position(s) with Reporting Person
Lee Roy Mitchell		3900 Dallas Parkway, Suite 500 Plano, TX 75093		Executive Chairman of the Board
Darcy M. Antonellis		15301 Ventura Blvd., Suite 3000 Sherman Oaks, CA 91403		CEO of Vubiquity, Inc. Director of Reporting Person
Benjamin D. Chereskin		401 N. Michigan Ave., Suite 530 Chicago, IL 60611		President of Profile Management LLC Director of Reporting Person
Nancy S. Loewe		8117 Preston Rd., Suite 300 Dallas, Texas 75225		COO, X3EM Brands, LLC Director of Reporting Person
Steven P. Rosenberg		1480 Justin Rd. Rockwall, TX 75087		Director of Reporting Person
Enrique F. Senior		711 Fifth Avenue New York, NY 10022		Managing Director of Allen & Company LLC Director of Reporting Person
Carlos M. Sepulveda		12700 Park Central Drive Dallas, TX 75251		Chairman of the Board, Triumph Bancorp, Inc. Director of Reporting Person
Raymond W. Syufy		150 Pelican Way San Rafael, CA 94901		CEO of Syufy Enterprises Director of Reporting Person
Nina Vaca		5501 Lyndon B. Johnson Freeway, Suite 600, Dallas, TX 75240		Chairman & CEO Pinnacle Group; Director of Reporting Person
Mark Zoradi		3900 Dallas Parkway, Suite 500 Plano, TX 75093		Director of Reporting Person; Chief Executive Officer
Sean Gamble		3900 Dallas Parkway, Suite 500 Plano, TX 75093		Chief Financial Officer; Chief Operating Officer
Valmir Fernandes		3900 Dallas Parkway, Suite 500 Plano, TX 75093		President – Cinemark International, L.L.C •  Citizen of Brazil
Michael Cavalier		3900 Dallas Parkway, Suite 500 Plano, TX 75093		Executive Vice President – General Counsel; Secretary

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: March 28, 2019