EXPLANATORY NOTE
This Amendment No. 14 (“Amendment No. 14”) amends the Schedule 13D first filed on March 28, 2011, and as amendedsubsequently (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”). This Amendment No. 14 reflectschanges to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Schedule 13D.
| Item 2. | Identity and Background |
The information set forth on Schedule A is incorporated herein by reference.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended to add the following:
On March 23, 2023, pursuant to the redemption rights in the National CineMedia, LLC Operating Agreement, Cinemark Media, Inc. received1,720,935 newly issued shares of Common Stock in exchange for 1,720,935 Units of National CineMedia, LLC (the “NCM Units”). No payments were made by or on behalf of any party in connection with the redemption. After giving effect to theredemption Reporting Person, through its indirect wholly-owned subsidiary, Cinemark Media, Inc., does not own any NCM Units.
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 above is incorporated herein by reference.
Item 4 is hereby amended to add the following:
The Reporting Person acquired the shares of Common Stock referred to in Item 3 of this Amendment No. 14 for investment purposes. Except asset forth above, the reporting person has no present plans or proposals which relate to or would result in any of the events listed in Item 4(a) – (j).
| Item 5. | Interest in Securities of the Issuer |
The information set forth in Item 3 above is incorporated herein by reference.
Item 5 is hereby amended as follows:
(a) Including the Common Stock referred to in this Amendment No. 14, the Reporting Person, through its wholly-owned subsidiary, CinemarkUSA, Inc. and its wholly-owned subsidiary Cinemark Media, Inc., currently may be deemed to beneficially own 43,690,797 shares of Common Stock. Cinemark’s beneficial ownership of 43,690,797 shares of Common Stock equals approximately 25.35% ofthe Issuer’s issued and outstanding shares of Common Stock on an as-converted basis as of the filing date based upon 172,329,392 shares of Common Stock issued and outstanding as of December 30, 2022,as reported in the Issuer’s Form 10-Q, as amended, filed on November 9, 2022 (after giving effect to the issuances reported pursuant to the the Issuer’s Form8-K filed on December 2, 2022, and the Issuer’s Form 8-K filed on December 30, 2022).
Neither the filing of this Amendment No. 14 nor any of its contents shall be deemed to constitute an admission that any executive officeror 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. 14 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.
