Filing Details
- Accession Number:
- 0000929638-23-001673
- Form Type:
- 13G Filing
- Publication Date:
- 2023-06-05 20:00:00
- Filed By:
- Standard General L.p.
- Company:
- National Cinemedia Inc. (NASDAQ:NCMI)
- Filing Date:
- 2023-06-06
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| Standard General | 0 | 12,932,382 | 0 | 12,932,382 | 12,932,382 | 7.4% |
| Soohyung Kim | 0 | 12,932,382 | 0 | 12,932,382 | 12,932,382 | 7.4% |
Filing
| SCHEDULE 13G | ||
| Under the Securities Exchange Act of 1934 | ||
| (Amendment No. )* |
| National CineMedia, Inc. |
(Name of Issuer)
| Common Stock, $0.01 par value per share |
(Title of Class of Securities)
| 635309107 |
(CUSIP Number)
| June 6, 2023 (voluntary filing) |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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
the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in 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. Standard General L.P. I.R.S. Identification Nos. of above persons (entities only) | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization. Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 5 Sole Voting
Power 0 |
| 6 Shared Voting
Power 12,932,382 shares | |
| 7 Sole Dispositive Power 0 | |
| 8 Shared Dispositive Power 12,932,382 shares |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,932,382 shares | ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable | ||
| 13 | Percent of Class Represented by Amount in Row (9) 7.4% | ||
| 14 | Type of Reporting Person (See Instructions) IA |
| 1 | Names of Reporting Persons. Soohyung Kim | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization. United States |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 5 Sole Voting
Power 0 |
| 6 Shared Voting
Power 12,932,382 shares | |
| 7 Sole Dispositive Power 0 | |
| 8 Shared Dispositive Power 12,932,382 shares |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,932,382 shares | ||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | ||
| 11 | Percent of Class Represented by Amount in Row (9) 7.4% | ||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
Explanatory Note: This Schedule 13G is being filed solely to reflect the Reporting Persons’ determination that they are now eligible to report on Schedule 13G,
rather than Schedule 13D.
| Item 1. |
| (a) | Name of Issuer |
| National CineMedia, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices |
| 6300 S. Syracuse Way, Suite 300, Centennial, Colorado 80111 |
| Item 2. |
| (a) | Name of Person Filing |
| Standard General L.P. Soohyung Kim | |
| (b) | Address of Principal Business Office or, if none, Residence |
| Standard General L.P. Soohyung Kim 767 Fifth Avenue, 12th Floor New York, NY 10153 | |
| (c) | Citizenship |
| Standard General L.P. – Delaware Soohyung Kim – United States | |
| (d) | Title of Class of Securities |
| Common Stock | |
| (e) | CUSIP Number 635309107 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership ** |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned ** |
| Standard General L.P. – 12,932,382 shares Soohyung Kim – 12,932,382 shares | |
| (b) | Percent of Class ** |
| Standard General L.P. – 7.4% Soohyung Kim – 7.4% |
| (c) | Number of shares as to which such person has: | |
| (i) | sole power to vote or to direct the vote ** | |
| Standard General L.P. – 0 shares Soohyung Kim – 0 shares | ||
| (ii) | shared power to vote or to direct the vote ** | |
| Standard General L.P. – 12,932,382 shares Soohyung Kim – 12,932,382 shares | ||
| (iii) | Sole power to dispose or to direct the disposition of ** | |
| Standard General L.P. – 0 shares Soohyung Kim – 0 shares | ||
| (iv) | shared power to dispose or to direct the disposition of ** | |
| Standard General L.P. – 12,932,382 shares Soohyung Kim – 12,932,382 shares | ||
** The securities reported herein are beneficially owned by Standard General L.P. (“Standard General”) in its capacity as investment manager to private investment vehicles. Mr. Kim is a
director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein.
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ]. | |
| Not applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
| Not applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits | Exhibit |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G relating to Common Stock of the Issuer filed by the
Reporting Persons with the Securities and Exchange Commission on September 22, 2017. |
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: June 6, 2023
| STANDARD GENERAL L.P. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer | |
| SOOHYUNG KIM | |
| /s/ Soohyung Kim | |
| Soohyung Kim | |