UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

National CineMedia, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

635309107

(CUSIP Number)

 

Michael D. Cavalier
Executive Vice President, General Counsel and Secretary
Cinemark Holdings, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
(972) 665-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 17, 2015

(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. o

* 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).

 



 

CUSIP No.  635309107

 

 

1

Names of Reporting Persons
Cinemark Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
25,631,046 shares

 

8

Shared Voting Power
-0- shares

 

9

Sole Dispositive Power
25,631,046 shares

 

10

Shared Dispositive Power
-0- shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,631,046 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row
29%

 

 

14

Type of Reporting Person (See Instructions)
HC

 

2



 

EXPLANATORY NOTE

 

This Amendment No. 4 (“Amendment No. 4”) amends the Schedule 13D first filed on March 28, 2011, and as amended subsequently (the “Schedule 13D”), by Cinemark Holdings, Inc. (the “Reporting Person”) with respect to the common stock, par value $0.01 per share of the Issuer (the “Common Stock”). Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended to add the following:

 

On March 17, 2015, pursuant to the Common Unit Adjustment Agreement, the Issuer notified the Reporting Person that on or about March 29, 2015, the Reporting Person shall receive, through its wholly-owned subsidiary, Cinemark USA, Inc., 1,074,910 newly issued NCM Units in accordance with the 2014 Annual Adjustment.

 

Item 4.         Purpose of Transaction

 

Item 4 is hereby amended to add the following:

 

The Reporting Person acquired the NCM Units referred to in Item 3 of this Amendment No. 4, in accordance with the 2014 Annual Adjustment, for investment purposes pursuant to the terms of the Common Unit Adjustment Agreement.

 

Item 5.  Interest in Securities of the Issuer

 

Item 5 is hereby amended as follows:

 

(a) Including the NCM Units referred to in this Amendment No. 4, the Reporting Person, through its wholly-owned subsidiary, Cinemark USA, Inc., currently may be deemed to beneficially own 25,631,046 shares of Common Stock. Cinemark’s beneficial ownership of 25,631,046 shares of Common Stock equals approximately 29% of the Issuer’s issued and outstanding shares of Common Stock on an as-converted basis as of the filing date.

 

Neither the filing of this Amendment No. 4 nor any of its contents shall be deemed to constitute an admission that any executive officer or director of the Reporting Person or any of its subsidiaries listed on Schedule A hereto, is the beneficial owner of the Common Stock subject of this Amendment No. 4 for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

Except as described below, none of the executive officers or directors of Cinemark or its wholly-owned subsidiaries has effected any transaction in the Common Stock:

 

(i)    Tim Warner, the Chief Executive Officer of the Reporting Person, owns 3,900 shares of Common Stock. Mr. Warner had purchased the shares for investment purposes with his own funds. He has the sole power to vote and dispose the shares of Common Stock.

 

(ii)   Tom Owens, the Executive Vice President — Real Estate of the Reporting Person, owns 300 shares of Common Stock. Mr. Owens had purchased the shares for investment purposes with his own funds. He has shared power with his spouse, to vote and dispose the shares of Common Stock.

 

3



 

Schedule A

Directors and Executive Officers

 

The name, principal occupation and business address of each director and executive officer of the reporting Person are set forth below.  All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

 

Name

 

Business Address

 

Present Principal Occupation and
Position(s) with Reporting Person

Vahe A. Dombalagian

 

Three First National Plaza, Suite 4600

Chicago, IL 60602

 

Managing Director of Madison Dearborn Partners, LLC

Director of Reporting Person

Peter R. Ezersky

 

1065 Avenue of the Americas, 34th Floor

New York, NY 10018

 

Managing Principal of Quadrangle Group LLC

Director of Reporting Person

Carlos M. Sepulveda

 

12770 Merit Dr., Suite 1000

Dallas, TX 75251

 

Executive Chairman of Triumph

Bancorp, Inc.

Director of Reporting Person

Benjamin D. Chereskin

 

400 N. Michigan Ave., Suite 620

Chicago, IL 60611

 

President of Profile Management LLC

Director of Reporting Person

Raymond W. Syufy

 

150 Pelican Way

San Rafael, CA 94901

 

CEO of Syufy Enterprises

Director of Reporting Person

Steven P. Rosenberg

 

1480 Justin Rd.

Rockwall, TX 75087

 

President of SPR Ventures Inc.

Director of Reporting Person

Enrique F. Senior

 

711 Fifth Avenue

New York, NY 10022

 

Managing Director of Allen & Company LLC

Director of Reporting Person

Donald G. Soderquist

 

201 S. 19th Street, Suite P

Rogers, AR 72758

 

Motivational Speaker and Business Counselor for OnCourse, LLC

Director of Reporting Person

Nina Vaca

 

5501 Lyndon B. Johnson Freeway, Suite

600, Dallas, TX 75240

 

Chairman & CEO of Pinnacle Group

Director of Reporting Person

Lee Roy Mitchell

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

Executive Chairman of the Board of the Reporting Person

Tim Warner

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

Chief Executive Officer; Director of Reporting Person

Robert Copple

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

President; Chief Operating Officer; Treasurer; Assistant Secretary

Sean Gamble

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

Chief Financial Officer

Valmir Fernandes

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

President - Cinemark International, L.L.C

·                  Citizen of Brazil

Michael Cavalier

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

Executive Vice President — General Counsel; Secretary

Tom Owens

 

3900 Dallas Parkway, Suite 500

Plano, TX 75093

 

Executive Vice President — Real Estate

 

4



 

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 27, 2015

CINEMARK HOLDINGS, INC

 

 

 

 

 

 

By:

/s/ Michael D. Cavalier

 

Name:

Michael D. Cavalier

 

Title:

Executive Vice President - General Counsel and Secretary

 

5