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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units of National CineMedia, LLC | $ 0 (1) | 02/13/2007 | D | 1,014,088 | (1) | (1) | Common Stock of National CineMedia, Inc. | 1,014,088 | $ 19.63 (2) | 13,145,349 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cinemark Media, Inc. 3900 DALLAS PARKWAY SUITE 500 PLANO, TX 75093 |
X | X | ||
CINEMARK USA INC /TX 3900 DALLAS PARKWAY SUITE 500 PLANO, TX 75093 |
X | X | ||
CNMK Holding, Inc. 3900 DALLAS PARKWAY SUITE 500 PLANO, TX 75093 |
X | X | ||
CINEMARK INC 3900 DALLAS PARKWAY SUITE 500 PLANO, TX 75093 |
X | X | ||
Cinemark Holdings, Inc. 3900 DALLAS PARKWAY SUITE 500 PLANO, TX 75093 |
X | X |
/s/ Michael Cavalier, Sr. Vice President-General Counsel, Cinemark Media, Inc | 02/15/2007 | |
**Signature of Reporting Person | Date | |
/s/ Michael Cavalier, Sr. Vice President-General Counsel, Cinemark USA, Inc. | 02/15/2007 | |
**Signature of Reporting Person | Date | |
/s/ Vatoni Ragsdale, President & Treasurer, CNMK Holding, Inc. | 02/15/2007 | |
**Signature of Reporting Person | Date | |
/s/ Michael Cavalier, Sr. Vice President-General Counsel, Cinemark, Inc. | 02/15/2007 | |
**Signature of Reporting Person | Date | |
/s/ Michael Cavalier, Sr. Vice President-General Counsel, Cinemark Holdings, Inc. | 02/15/2007 | |
**Signature of Reporting Person | Date |
* | 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) | Common Units of National CineMedia, LLC maybe converted at any time into shares of Common Stock of National CineMedia, Inc.on a one-for-one basis, and have no expiration date. |
(2) | The purchase price of the Common Units of National CineMedia, LLC was equal to the purchase price, after expenses, that National CineMedia, Inc. received for shares of its Common Stock in its initial public offering. |
(3) | The reported securities are owned directly by Cinemark Media, Inc. and indirectly by Cinemark USA, Inc., CNMK Holding, Inc., Cinemark, Inc. and Cinemark Holdings, Inc. Cinemark Media, Inc. is a wholly owned subsidiary of Cinemark USA, Inc. Cinemark USA, Inc. is a wholly owned subsidiary of CNMK Holding, Inc. CNMK Holding, Inc. is a wholly owned subsidiary of Cinemark, Inc. Cinemark Holdings, Inc. is the ultimate parent company of each joint filer of this report. |
Remarks: This report is filed jointly by Cinemark Media, Inc., Cinemark USA, Inc., CNMK Holding, Inc., Cinemark, Inc. and Cinemark Holdings, Inc. (each a "Reporting Person"). Each Reporting Person is deemed a director by virtue of Cinemark Media, Inc.'s right to designate a representative to serve on National CineMedia, Inc.'s board of directors. Lee Roy Mitchell currently serves as Cinemark Media, Inc.'s representative on National CineMedia, Inc.'s board of directors. |