Filing Details
- Accession Number:
- 0000950170-25-038285
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-11 20:00:00
- Filed By:
- Blantyre Capital
- Company:
- National Cinemedia Inc. (NASDAQ:NCMI)
- Filing Date:
- 2025-03-12
- 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 |
|---|---|---|---|---|---|---|
| Mubashir Mukadam | 0 | 27,144,639 | 0 | 27,144,639 | 27,144,639 | 28.5% |
| Blantyre Mulanje II GP Limited | 0 | 4,333,751 | 0 | 4,333,751 | 4,333,751 | 4.6% |
| Blantyre Fund II (GP) Limited | 0 | 10,354,550 | 0 | 10,354,550 | 10,354,550 | 10.9% |
| Blantyre Fund III (GP) Limited | 0 | 4,309,962 | 0 | 4,309,962 | 4,309,962 | 4.5% |
| Blantyre Capital Limited | 0 | 27,144,639 | 0 | 27,144,639 | 27,144,639 | 28.5% |
| Blantyre Mulanje II DAC | 0 | 4,333,751 | 0 | 4,333,751 | 4,333,751 | 4.6% |
| BSSF II Ireland DAC | 0 | 10,354,550 | 0 | 10,354,550 | 10,354,550 | 10.9% |
| BSSF III DAC | 0 | 4,309,962 | 0 | 4,309,962 | 4,309,962 | 4.5% |
| Blantyre Mulanje III GP Limited | 0 | 8,146,376 | 0 | 8,146,376 | 8,146,376 | 8.6% |
| Blantyre Capital ICAV | 0 | 8,146,376 | 0 | 8,146,376 | 8,146,376 | 8.6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
National CineMedia, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
635309206 (CUSIP Number) |
Katrina West 2nd Floor East, Carrington House, 123-130 Regent Street London, X0, SW1Y 6LX 0000000000 Frank G. Zarb Proskauer Rose, LLP, 1001 Pennsylvania Ave. NW, Suite 600 S Washington, DC, 20004 (202) 416-5870 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2025 (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 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).
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Mubashir Mukadam | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,144,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Mulanje II GP Limited | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,333,751.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Fund II (GP) Limited | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,354,550.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Fund III (GP) Limited | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,309,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Capital Limited | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,144,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Mulanje II DAC | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,333,751.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
BSSF II Ireland DAC | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,354,550.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
BSSF III DAC | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,309,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Mulanje III GP Limited | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,146,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 635309206 |
| 1 |
Name of reporting person
Blantyre Capital ICAV | ||||||||
| 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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,146,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
National CineMedia, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6300 S. Syracuse Way, Suite 300, Centennial,
COLORADO
, 80111. |
| Item 2. | Identity and Background |
| (f) | Item 2(f) is amended and restated as follows:
The jurisdiction in which each Reporting Person that is an individual is a citizen is set forth in Schedule I. The jurisdiction of organization and principal place of business of each Reporting Person that is an entity is set forth below:
The jurisdiction of organization of each of Blantyre Mulanje II GP Limited , Blantyre Fund II (GP) Limited, Blantyre Fund III (GP) Limited, and Blantyre Mulanje III GP Limited is the Cayman Islands. The principal place of business of such entities is c/o Blantyre Capital Limited, 2nd Floor East, Carrington House, 123-130 Regent Street, London, SW1Y 6LX, United Kingdom.
The jurisdiction of organization of Blantyre Capital Limited is the United Kingdom. The principal place of business of Blantyre Capital Limited is 2nd Floor East, Carrington House, 123-130 Regent Street, London, SW1Y 6LX, United Kingdom.
The jurisdiction of organization of each of Blantyre Mulanje II DAC BSSF II Ireland DAC, BSSF III DAC, and Blantyre Capital ICAV is Ireland. The principal place of business of such entities is 55 Charlemont Place, Dublin D02 F985, Ireland. Blantyre Capital ICAV is acting on behalf of its sub-fund, Blantyre Majete Fund, which is not a separate entity under Irish law, but it was established in Ireland and has a principal place of business of 55 Charlemont Place, Dublin D02 F985, Ireland.
|
| Item 4. | Purpose of Transaction |
Item 4 is amended and restated as follows:
Subject to market conditions, including price, the Reporting Persons may determine on a trade-by-trade basis to purchase additional Shares. There is no assurance that the Reporting Persons will purchase additional Shares, and, if the Reporting Persons do purchase additional shares, there is no assurance as to the quantity and timing of such purchase. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is amended and restated as follows:
The reporting person is the beneficial owner of 27,144,639 shares of the Issuer's Common Stock which constitutes 28.5% of the class outstanding. The percentage calculation assumes that there are currently 95,209,712 outstanding shares of Common Stock of the Issuer, based on the Issuer's Annual Report on Form 10-K filed by the Issuer on March 6, 2025. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to the Schedule 13D is incorporated by reference. |
| (c) | Except as set forth on Schedule XI, none of the Reporting Persons, and to the best of the knowledge of the Reporting Persons, any Scheduled Persons, have engaged in any transactions involving the Shares during the past sixty days. |
| 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.
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