Private Placement Form 8 K

The information set forth in Item 8.01 below is incorporated herein by reference. The shares of Class A common stock, par value $0.01 per share, issued as described herein were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), in each case to existing security holders of AMC Entertainment Holdings, Inc. (the "Company") as part of the terms of the exchange exclusively for such holders' securities. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.