Filing Details
- Accession Number:
- 0000929638-18-000352
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-20 17:28:29
- Filed By:
- Standard General L.p.
- Company:
- National Cinemedia Inc. (NASDAQ:NCMI)
- Filing Date:
- 2018-03-20
- 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 |
|---|---|---|---|---|---|---|
| Standard General | 0 | 14,137,713 | 0 | 14,137,713 | 14,137,713 | 17.9% |
| Soohyung Kim | 0 | 14,137,713 | 0 | 14,137,713 | 14,137,713 | 17.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National CineMedia, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
635309107
Joseph Mause
Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, NY 10153
New York, NY 10153
Tel. No.: 212-257-4701
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
March 20, 2018
(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. [X]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. Standard General L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) [_] | ||
| (b) [X] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 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 0 |
| 8 Shared Voting Power 14,137,713 | |
| 9 Sole Dispositive Power 0 | |
| 10 Shared Dispositive Power 14,137,713 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 14,137,713 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
| 13 | Percent of Class Represented by Amount in Row (11) 17.9% | ||
| 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) [X] | ||
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions): AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |
| 6 | Citizenship or Place of Organization. United States |
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 Sole Voting Power 0 |
| 8 Shared Voting Power 14,137,713 | |
| 9 Sole Dispositive Power 0 | |
| 10 Shared Dispositive Power 14,137,713 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 14,137,713 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | ||
| 13 | Percent of Class Represented by Amount in Row (11) 17.9% | ||
| 14 | Type of Reporting Person (See Instructions) IN, HC |
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to Common Stock, par value $0.01 per share (the “Common Stock”), of National CineMedia Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was originally filed on January 26, 2018 (as amended by this Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used therein but not defined herein shall have the same meanings as in the Schedule 13D.
This Amendment is being filed to amend and supplement Item 5 of the Schedule 13D as set forth below.
Item 5. Interest in Securities of the Issuer
(a) and (b) See Items 7-13 of the cover pages.
The percentage calculations herein are based upon the statement in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 19, 2018, that there were 79,134,647 outstanding shares of Common Stock of the Issuer as of March 5, 2018.
(c) The following table lists transactions in the Common Stock effected in the open market by Standard General during the sixty day period prior to the filing of this Schedule 13D.
| Date | No. Shares | Price Per Share |
| 3/16/2018 | 35,700 | $5.72 |
| 3/16/2018 | 200,000 | $5.74 |
| 3/16/2018 | 13,900 | $5.75 |
| 3/19/2018 | 200,000 | $5.81 |
| 3/19/2018 | 8,913 | $5.76 |
| 3/20/2018 | 300,000 | $5.68 |
| 3/20/2018 | 55,000 | $5.66 |
| 3/20/2018 | 75,000 | $5.62 |
(d) Other than the SG Funds, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) Not applicable.
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 20, 2018
| STANDARD GENERAL L.P. | |
| By: /s/ Joseph Mause | |
| Name: Joseph Mause | |
| Title: Chief Financial Officer | |
| SOOHYUNG KIM | |
| /s/ Soohyung Kim | |
| Soohyung Kim | |