Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ferrera Gary W
  2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [NCMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EXECUTIVE VP AND CFO
(Last)
(First)
(Middle)
C/O NATIONAL CINEMEDIA, INC., 9110 E. NICHOLS AVE., SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2010
(Street)

CENTENNIAL, CO 80122-3405
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/18/2010   M   53,306 A $ 18.01 131,350 D  
Common Stock 11/18/2010   S   53,306 D $ 19.16 (1) 78,044 D  
Common Stock 11/18/2010   M   15,655 A $ 9.22 93,699 D  
Common Stock 11/18/2010   S   15,655 D $ 19.23 (2) 78,044 D  
Common Stock 11/19/2010   M   17,561 A $ 9.22 95,605 D  
Common Stock 11/19/2010   S   17,561 D $ 19.03 (3) 78,044 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $ 18.01 11/18/2010   M     53,306   (4) 05/01/2021 Common Stock 53,306 $ 0 95,752 D  
Employee stock option (right to buy) $ 9.22 11/18/2010   M     15,655   (5) 01/15/2019 Common Stock 15,655 $ 0 83,993 D  
Employee stock option (right to buy) $ 9.22 11/19/2010   M     17,561   (5) 01/15/2019 Common Stock 17,561 $ 0 66,432 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ferrera Gary W
C/O NATIONAL CINEMEDIA, INC.
9110 E. NICHOLS AVE., SUITE 200
CENTENNIAL, CO 80122-3405
      EXECUTIVE VP AND CFO  

Signatures

 /s/ Nancy Walton, as attorney-in-fact   11/22/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the weighted average sale price, rounded to the nearest cent. These shares were sold in multiple transactions ranging from $19.115 to $19.195, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth.
(2) Represents the weighted average sale price, rounded to the nearest cent. These shares were sold in multiple transactions ranging from $19.20 to $19.253, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth.
(3) Represents the weighted average sale price, rounded to the nearest cent. These shares were sold in multiple transactions ranging from $19.00 to $19.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth.
(4) The options vest in five equal annual installments beginning on January 1, 2008.
(5) The options vest in three equal annual installments beginning on January 15, 2010.

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