Filing Details
- Accession Number:
- 0001140361-16-061488
- Form Type:
- 13D Filing
- Publication Date:
- 2016-04-19 12:14:47
- Filed By:
- Driehaus Capital
- Company:
- Carmike Cinemas Inc (NASDAQ:CKEC)
- Filing Date:
- 2016-04-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| DRIEHAUS CAPITAL MANAGEMENT | 8 | 2,430,578 | 10 | 2,430,578 | 2,430,578 | 9.90% |
| Driehaus Active Income Fund | 8 | 1,735,011 | 10 | 1,735,011 | 1,735,011 | 7.07% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
01
)*
CARMIKE CINEMAS, INC
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
143436400
(CUSIP
Number)
Janet McWilliams,
Driehaus Capital Management LLC
25 East Erie Street
Chicago,
IL
60611
Phone : 312-587-3800
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 18, 2016
(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
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
DRIEHAUS CAPITAL MANAGEMENT LLC | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | x | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
AF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware, USA | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
8 |
SHARED
VOTING POWER
| ||||
2,430,578 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
2,430,578 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
2,430,578 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
9.90%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IA | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Driehaus Active Income Fund | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | x | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware, USA | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
8 |
SHARED
VOTING POWER
| ||||
1,735,011 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,735,011 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,735,011 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
7.07%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IV | |||||
Item 1. | Security and Issuer |
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the statement on Schedule 13D (the "Original Schedule 13D") filed on March 31, 2016 by Driehaus Capital Management LLC ("DCM") and Driehaus Active Income Fund ("LCMAX") relating to the Common Stock, par value $0.03 per share (the "Common Stock"), of Carmike Cinemas, Inc. (the "Company"), a company existing under the laws of Delaware. The principal executive offices of the Company are located at 1301 First Avenue, Columbus, Georgia 31901-2109, telephone (706) 576-3400. |
Item 2. | Identity and Background |
(a) | The Reporting Persons are Driehaus Capital Management LLC (“DCM”) and Driehaus Active Income Fund (ticker symbol LCMAX). DCM is a Delaware limited liability company and a registered investment adviser. The executive officers of DCM are Richard H. Driehaus (Chairman), Robert Gordon (President and Chief Executive Officer), Michelle Cahoon (Managing Director, Treasurer and Chief Financial Officer), Janet McWilliams (Managing Director and General Counsel), Stephen Weber (Managing Director, Sales and Relationship Management), Carla Dawson (Managing Director, Human Resources), Thomas Seftenberg (Managing Director, Relationship Management and Marketing), Michael Shoemaker (Chief Compliance Officer), Kenneth Nelson (Managing Director and Portfolio Manager), Maximilian Heitner (Managing Director, Risk Management and Research) and Daniel Rea (Managing Director, Research). DCM does not have a board of directors. The entity controlling DCM is Driehaus Capital Holdings LLLP, a Delaware limited liability limited partnership. Although the instructions to this filing do not require disclosure of information regarding LCMAX’s officers and directors, this information is available in LCMAX’s prospectus and statement of additional information, available at www.driehaus.com. |
(b) | The address of the principal office of DCM, its controlling entity listed above and its officers listed above is 25 East Erie Street, Chicago, IL 60611. The principal office of LCMAX is 25 East Erie Street, Chicago, IL 60611. |
(c) | DCM is a registered investment adviser. LCMAX is a series of Driehaus Mutual Funds, an open-end investment company formed in Delaware, and is managed by DCM. The occupations of DCM’s executive officers are noted in “a” above. |
(d) | During the last five years, the Reporting Persons, controlling entity and executive officers have not been convicted in a criminal proceeding. |
(e) | During the last five years, the Reporting Persons, controlling entity and executive officers have not been party to a civil proceeding as described in Item 2(e) of Schedule 13D . |
(f) | All executive officers are US citizens. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
To acquire the Common Stock, LCMAX and two other registered investment companies advised by DCM used funds totaling $67,503,747.12, inclusive of brokerage commissions. One registered investment company (other than LCMAX) advised by DCM also used funds totaling $156,562.70, inclusive of brokerage commissions, to purchase CKEC call option contracts. |
Item 4. |
Purpose
of Transaction
|
The securities covered by this statement were acquired because the Reporting Persons believe that shares are undervalued. The Reporting Persons believe that such value can be unlocked by exercising their voting rights with respect to the pending transaction with AMC Entertainment Holdings, Inc. (AMC). Following publicly expressed shareholder concern regarding prospective "sandbagging" of company results and/or future guidance, Reporting Persons plan to exercise their statutory right to appraisal. |
(a) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company. |
(b) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries. |
(c) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a sale or transfer of a material amount of assets of the Company or any of its subsidiaries. |
(d) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. |
(e) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any material change in the present capitalization or dividend policy of the Company. |
(f) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any other material change in the Company's business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940. |
(g) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in changes in the Company's certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person. |
(h) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. |
(i) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act. |
(j) | As investors in the Company, the Reporting Persons may have discussions with members of Company management, the Company’s board of directors and other shareholders of the Company which may relate to or result in any action similar to any of those enumerated above. |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto. |
(b) | The number of shares to which each Reporting Person has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition is stated in Items 7-10 on the cover pages hereto. |
(c) | The transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons are described below. The transactions were effected by DCM as the investment adviser on behalf of LCMAX and two registered investment companies which are series of Driehaus Mutual Funds. One of the registered investment companies (other than LCMAX) advised by DCM also holds CKEC 9/16/16 call option contracts with a strike price of $30. All purchases were effected in the open market. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| 3/15/2016
3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/16/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/17/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/18/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/21/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/22/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 3/23/2016 4/15/2016 4/15/2016 4/15/2016 4/15/2016 4/15/2016 4/15/2016 4/18/2016 4/18/2016 4/18/2016 4/18/2016 4/18/2016 4/18/2016 4/18/2016 4/18/2016 | 5,800
4,571 9,143 12,143 12,143 62,000 1,828 3,657 4,857 4,857 24,801 18,700 25,000 59,141 18,700 25,000 59,141 146 51,268 73,239 135,347 54 18,732 26,761 49,453 1500 contracts [9/16/16 Call Option @$30] 98 contracts [9/16/16 Call Option @$30] 5,100 37,212 47,040 121,163 1,700 12,404 15,680 40,388 1,700 12,404 15,680 40,388 53 contracts [9/16/16 Call Option @$30] 9,513 16,260 33,170 36,524 56,748 70,315 919 1,572 3,207 3,531 5,486 6,797 1,268 2,168 4,423 4,870 7,566 9,375 958 6,254 8,712 11,674 19,178 60,854 70,169 96,617 138,909 142 924 1,288 1,726 2,835 8,996 10,372 14,283 20,534 45,833 82,500 91,667 4,167 7,500 8,333 9,091 22,727 30,909 137,273 909 2,273 3,091 13,727 | 29.51
29.47 29.53 29.51 29.53 29.70 29.47 29.53 29.51 29.53 29.70 29.51 29.70 29.62 29.51 29.70 29.62 29.63 29.70 29.59 29.69 29.63 29.70 29.59 29.69 0.95 per underlying share 0.8 per underlying share 29.53 29.58 29.60 29.60 29.53 29.58 29.60 29.60 29.53 29.58 29.60 29.60 0.85 per underlying share 29.66 29.69 29.65 29.72 29.68 29.66 29.66 29.69 29.65 29.72 29.68 29.66 29.66 29.69 29.65 29.72 29.68 29.66 29.71 29.70 29.70 29.91 29.92 29.90 30.05 29.64 29.86 29.71 29.70 29.70 29.91 29.92 29.90 30.05 29.64 29.86 30.03 30.04 30.07 30.03 30.04 30.07 30.11 30.12 30.10 30.18 30.11 30.12 30.10 30.18 |
(d) | In addition to LCMAX, two other investment companies which are series of Driehaus Mutual Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the securities covered by this statement. LCMAX has the right and power with respect to more than 5% of the shares of Common Stock. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
One of the registered investment companies (other than LCMAX) advised by DCM also holds 1,651 CKEC 9/16/16 call option contracts with a strike price of $30 (as shown in Item 5c).
Except as otherwise described herein, none of the Reporting Persons or, to the Reporting Persons' knowledge, the controller or executive officers has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Company. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit 1. Statement from DCM regarding the acquisition of Carmike Cinemas, Inc.
Exhibit 2. Joint Filing Agreement |
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.
Driehaus Capital Management LLC | |||
April 19, 2016 | By: |
/s/
Janet McWilliams | |
Managing Director and General Counsel | |||
Driehaus Mutual Funds | |||
April 19, 2016 | By: |
/s/
Janet McWilliams | |
Chief Legal Officer and Assistant Vice President | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)