National CineMedia Inc.

11/20/2024 | Press release | Distributed by Public on 11/20/2024 20:39

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Blantyre Capital Ltd
2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [NCMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
52 JERMYN STREET,
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024
(Street)
LONDON, X0 SW1Y 6LX
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 11/18/2024 J(1) 8,146,376 D (1) 10,077,951 I See footnotes(2)(5)
Common Stock 4,333,751 I See Footnotes(3)(5)
Common Stock 4,106,271 I See Footnotes(4)(5)
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)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blantyre Capital Ltd
52 JERMYN STREET
LONDON, X0 SW1Y 6LX
X
Mukadam Mubashir
C/O BLANTYRE CAPITAL LIMITED
52 JERMYN STREET
LONDON, X0 SW1Y 6LX
X
Blantyre Mulanje II GP Ltd
C/O BLANTYRE CAPITAL LIMITED
52 JERMYN STREET
LONDON, X0 SW1Y 6LX
X
Blantyre Fund II (GP) Ltd
C/O BLANTYRE CAPITAL LIMITED
52 JERMYN STREET
LONDON, X0 SW1Y 6LX
X
Blantyre Fund III (GP) Ltd
C/O BLANTYRE CAPITAL LIMITED
52 JERMYN STREET
LONDON, X0 SW1Y 6LX
X
Blantyre Mulanje II DAC
55 CHARLEMONT PLACE
DUBLIN, L2 2
X
BSSF II Ireland DAC
55 CHARLEMONT PLACE
DUBLIN, L2 2
X
BSSF III DAC
55 CHARLEMONT PLACE
DUBLIN, L2 2
X

Signatures

/s/ Mubashir Mukadam - for Blantyre Capital Limited, By: Mubashir Mukadam, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Russell Burt - for Blantyre Mulanje II GP Limited, By: Russell Burt, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Russell Burt - for Blantyre Fund II (GP) Limited, By: Russell Burt, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Russell Burt - for Blantyre Fund III (GP) Limited, By: Russell Burt, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Mubashir Mukadam - for Blantyre Mulanje II DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Mubashir Mukadam - for BSSF II Ireland DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Mubashir Mukadam - for BSSF III DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director 11/20/2024
**Signature of Reporting Person Date
/s/ Mubashir Mukadam 11/20/2024
**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 transfer of 8,146,376 shares by BSSF II Ireland DAC to a sub fund of Blantyre Capital ICAV without any change in the beneficial, economic or other interests of the reporting persons other than to BSSF II Ireland DAC. Blantyre Capital ICAV has filed a Form 3 as of this date, and will report together with the other reporting persons on this Form 4 in future filings.
(2) Held directly by BSSF II Ireland DAC. Blantyre Fund II (GP) Limited is the general partner of the fund entity that is the indirect owner of the Issuer's securities that are held by BSSF II Ireland DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.
(3) Held directly by Blantyre Mulanje II DAC. Blantyre Mulanje II GP Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by Blantyre Mulanje II DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.
(4) Held directly by BSSF III DAC. Blantyre Fund III (GP) Limited is the general partner of the fund entity that is an indirect owner of the Issuer's securities that are held by BSSF III DAC. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.
(5) Blantyre Capital Limited ("Blantyre Capital") serves as the investment advisor for each of the fund vehicles that directly hold the reported securities, which are Blantyre Mulanje II DAC, BSSF II Ireland DAC, and BSSF III DAC, and it also serves as investment advisor to Blantyre Capital ICAV. Mubashir Mukadam is a director, Managing Partner, and Chief Investment Officer of Blantyre Capital. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.