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NATIONAL CINEMEDIA, INC.

Date Filed : Nov 20, 2024

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SC 13D/A1d864305dsc13da.htmSC 13D/ASC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

NationalCineMedia, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

635309206

(CUSIP Number)

Katrina West

52 Jermyn Street

LondonSW1Y 6LX

United Kingdom

Tel No.: (44) 20 7534 0474

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

November 18, 2024

(Dateof Event Which Requires Filing of this Statement)

 

 

If the filing person haspreviously 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 followingbox. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for otherparties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this formwith 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 SecuritiesExchange Act of 1934 (the “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. 635309206

 

 1   

 Names of Reporting Persons.

 

 Mubashir Mukadam

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 UnitedKingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 26,664,349 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 26,664,349Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 26,664,349 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 28.1%1

14 

 Type of Reporting Person (SeeInstructions)

 

 IN

 

 

1 

The reporting person is the beneficial owner of 26,664,349 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 28.1% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Mulanje II GP Limited

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 CaymanIslands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 4,333,751 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 4,333,751Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,333,751 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 4.6%2

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

2 

The reporting person is the beneficial owner of 4,333,751 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 4.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Fund II (GP) Limited

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 CaymanIslands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 10,077,951 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 10,077,951Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 10,077,951 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 10.6%3

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

3 

The reporting person is the beneficial owner of 10,077,951 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 10.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Fund III (GP) Limited

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 CaymanIslands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 4,106,271 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 4,106,271Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,106,271 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 4.3%4

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

4 

The reporting person is the beneficial owner of 4,106,271 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 4.3% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Capital Limited

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 UnitedKingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 26,664,349 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 26,664,349Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 26,664,349 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 28.1%5

14 

 Type of Reporting Person (SeeInstructions)

 

 IA

 

 

5 

The reporting person is the beneficial owner of 26,664,349 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 28.1% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Mulanje II DAC

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 Ireland

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 4,333,751 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 4,333,751Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,333,751 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 4.6%6

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

6 

The reporting person is the beneficial owner of 4,333,751 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 4.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 BSSF II Ireland DAC

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 Ireland

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 10,077,951 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 10,077,951Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 10,077,951 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 10.6%7

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

7

The reporting person is the beneficial owner of 10,077,951 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 10.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 BSSF III DAC

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 Ireland

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 4,106,271 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 4,106,271Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 4,106,271 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 4.3%8

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

8 

The reporting person is the beneficial owner of 4,106,271 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 4.3% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Mulanje III GP Limited

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

 CaymanIslands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 8,146,376 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 8,146,376Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 8,146,376 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 8.6%9

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

9 

The reporting person is the beneficial owner of 8,146,376 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 8.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by the Issuer on November 5, 2024.

CUSIP No. 635309206

 

 1   

 Names of Reporting Persons.

 

 Blantyre Capital ICAV

 2 

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

 (a) ☐  (b) ☐

 

 3 

 SEC Use Only

 

 4 

 Source of Funds (SeeInstructions):

 

 OO

 5 

 Check if disclosure of legalproceedings is required pursuant to Items 2(d) or 2(e):

 

 ☐

 6 

 Citizenship or Place ofOrganization.

 

  Ireland

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

   7    

 Sole Voting Power

 

 0 Shares

   8  

 Shared Voting Power

 

 8,146,376 Shares

   9  

 Sole Dispositive Power

 

 0 Shares

  10  

 Shared Dispositive Power

 

 8,146,376Shares

11   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 8,146,376 Shares

12 

 Check if the Aggregate Amountin Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13 

 Percent of Class Represented byAmount in Row (11)

 

 8.6%10

14 

 Type of Reporting Person (SeeInstructions)

 

 CO

 

 

10

The reporting person is the beneficial owner of 8,146,376 shares of the Issuer’s Common Stock (as definedbelow) which constitute approximately 8.6% of the class outstanding. The percentage calculation assumes that there are currently 94,915,077 outstanding shares of Common Stock of the Issuer, based on the Quarterly Report on Form 10-Q filed by theIssuer on November 5, 2024.

CUSIP No. 635309206

 

SCHEDULE 13D

Item 1. Security and Issuer

Item 1 isamended and restated as follows:

This Schedule 13D relates to the shares of Common Stock, par value $0.01 per share (the “Common Stock” or“Shares”), of National CineMedia, Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 6300 S. Syracuse Way, Suite 300, Centennial, Colorado80111.

Item 2. Identity and Background

Item 2 is amended and restated as follows, and supplemented by the addition of Schedules IX and X appended hereto:

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the“Reporting Persons”):

i) Mubashir Mukadam;

ii)Blantyre Mulanje II GP Limited;

iii) Blantyre Fund II (GP) Limited;

iv) Blantyre Fund III (GP) Limited;

v) Blantyre Capital Limited;

vi) Blantyre Mulanje II DAC;

vii) BSSF II Ireland DAC;

viii) BSSF III DAC;

ix) Blantyre Mulanje III GP Limited; and

x) Blantyre Capital ICAV.

Information concerning eachexecutive officer, director or trustee (as applicable) of the Reporting Persons that are entities is provided on Schedules I-X and is incorporated by reference herein (the “Scheduled Persons”). In accordance with the provisions of GeneralInstruction C to Schedule 13D, Mubashir Mukadam controls, either directly or indirectly, the other Reporting Persons.

(b) The address of the residence orprincipal business office of each of the individual Reporting Persons and Scheduled Persons is set forth in Schedules I-X.

(c) Schedules I-X include thisinformation. Schedules I through VIII have been amended and restated, with updates to Schedules II, III, IV, V, VI, VII, VIII and addition of Schedules IX and X.

(d) During the last five years, none of the Reporting Persons or the Scheduled Persons has been convicted in a criminal proceeding (excluding trafficviolations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or the Scheduled Persons has been a party to a civilproceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to,federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 635309206

 

(f) The jurisdiction in which each Reporting Person that is an individual is a citizen is set forth inSchedule I. The jurisdiction of organization and principal place of business of each Reporting Person that is an entity is set forth below:

i) Thejurisdiction of organization of Blantyre Mulanje II GP Limited is the Cayman Islands. The principal place of business of Blantyre Mulanje II GP Limited is c/o Blantyre Capital Limited, 52 Jermyn Street, London, SW1Y 6LX, United Kingdom.

ii) The jurisdiction of organization of Blantyre Fund II (GP) Limited is the Cayman Islands. The principal place of business of Blantyre Fund II (GP) Limitedis c/o Blantyre Capital Limited, 52 Jermyn Street, London, SW1Y 6LX, United Kingdom.

iii) The jurisdiction of organization of Blantyre Fund III (GP)Limited is the Cayman Islands. The principal place of business of Blantyre Fund III (GP) Limited is c/o Blantyre Capital Limited, 52 Jermyn Street, London, SW1Y 6LX, United Kingdom.

iv) The jurisdiction of organization of Blantyre Capital Limited is the United Kingdom. The principal place of business of Blantyre Capital Limited is 52Jermyn Street, London, SW1Y 6LX, United Kingdom.

v) The jurisdiction of organization of Blantyre Mulanje II DAC is Ireland. The principal place ofbusiness of Blantyre Mulanje II DAC is 55 Charlemont Place, Dublin D02 F985, Ireland.

vi) The jurisdiction of organization of BSSF II Ireland DAC isIreland. The principal place of business of BSSF II Ireland DAC is 55 Charlemont Place, Dublin D02 F985, Ireland.

vii) The jurisdiction of organization ofBSSF III DAC is Ireland. The principal place of business of BSSF III DAC is 55 Charlemont Place, Dublin D02 F985, Ireland.

viii) The jurisdiction oforganization of Blantyre Mulanje III GP Limited is the Cayman Islands, and its principal place of business is 52 Jermyn Street, London, SW1Y 6LX, United Kingdom.

ix) The jurisdiction of organization of Blantyre Capital ICAV is Ireland and its principal place of business is 55 Charlemont Place, Dublin D02 F985, Ireland.This reporting person is acting on behalf of its sub-fund, Blantyre Majete Fund, which is not a separate entity under Irish law, but it was established in Ireland and has a principal place of business of 55 Charlemont Place, Dublin D02 F985,Ireland.

Item 4. Purpose of Transaction

Item 4 is amended and restated as follows:

OnNovember 18, 2024, 8,146,376 Shares were transferred from BSSF II Ireland DAC to the sub fund of Blantyre Capital ICAV without any change to the beneficial, economic, or other interests of the Reporting Persons other than for the two individualfunds involved in the transfer.

The Reporting Persons acquired the Shares referred to in Item 3 as a result of the Reorganization Plan. TiagoLourenço was initially designated to the Board by Blantyre Capital Limited in accordance with the Director Designation Agreement (the “Designation Agreement”), dated August 7, 2023, by and among the Company, the ConsentingCreditor Designation Committee (as defined in the Designation Agreement) and Blantyre Capital Limited. On May 22, 2024, the Board elected Nathan “Tripp” Lane as a member of the Board. Mr. Lane was appointed to fill the vacancycreated by the resignation of Mr. Lourenço. Mr. Lane was designated by Blantyre Capital Limited in accordance with the Designation Agreement.

CUSIP No. 635309206

 

The Reporting Persons intend to review on a continuing basis their investments in the Company. They maycommunicate with the board of directors of the Issuer (the “Board”), members of management and/or other shareholders or other relevant parties from time to time with respect to operational, strategic, financial or governance matters. TheReporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares or other securities of the Company, dispose of some or all of theShares or other securities of the Company that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or morebroker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plansor proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

 

 (a)

and (b) See Items 7-11 of the cover pages and Item 2 above.

 

 (c)

None of the Reporting Persons, and to the best of the knowledge of the Reporting Persons, any ScheduledPersons, have engaged in any transactions involving the Shares during the past sixty days.

 

 (d)

Not applicable.

 

 (e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is amended and restated as follows:

OnAugust 7, 2023, the Issuer entered into a Director Designation Agreement (the “Designation Agreement”) with the Consenting Creditor Designation Committee (as defined in the Designation Agreement) (the “DesignationCommittee”) and Blantyre Capital Limited in accordance with the Reorganization Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must be independent, by the Designation Committeeand Blantyre.

During the Blantyre Designation Period (defined below), Blantyre Capital Limited has the right to designate(i) two directors, one of whom must be independent, as long as Blantyre Capital Limited holds at least 15% of the fully-diluted outstanding shares of NCM Inc. Common Stock (including common membership units of NCM LLC) (the“NCMI Interests”) and (ii) one director as long as Blantyre Capital Limited holds less than 15% but at least 10% of the NCMI Interests. The “Blantyre Designation Period” will end on theearlier of (i) the day following the Company’s 2026 annual general meeting of its stockholders and (ii) the date, if any, on which Blantyre Capital Limited ceases to hold, or manage funds or accounts that hold, at least 10%of the NCMI Interests.

CUSIP No. 635309206

 

Item 7. Material to Be Filed as Exhibits

Exhibit 3 Amended and Restated Joint Filing Agreement

CUSIP No. 635309206

 

SIGNATURES

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.

Dated: November 20, 2024

 

MUBASHIR MUKADAM
/s/ Mubashir Mukadam

 

BLANTYRE MULANJE II GP LIMITED
By: /s/ Russell Burt
 Name: Russell Burt
 Title: Director
BLANTYRE FUND II (GP) LIMITED
By: /s/ Russell Burt
 Name: Russell Burt
 Title: Director
BLANTYRE FUND III (GP) LIMITED
By: /s/ Russell Burt
 Name: Russell Burt
 Title: Director
BLANTYRE CAPITAL LIMITED
By: /s/ Mubashir Mukadam
 Name: Mubashir Mukadam
 Title: Director
BLANTYRE MULANJE II DAC
By: Blantyre Capital Limited, as Investment Advisor
By: /s/ Mubashir Mukadam
 Name: Mubashir Mukadam
 Title: Director

CUSIP No. 635309206

 

BSSF II IRELAND DAC
By: Blantyre Capital Limited, as Investment Advisor
By: /s/ Mubashir Mukadam
 Name: Mubashir Mukadam
 Title: Director
BSSF III DAC
By: Blantyre Capital Limited, as Investment Advisor
By: /s/ Mubashir Mukadam
 Name: Mubashir Mukadam
 Title: Director
BLANTYRE MULANJE III GP LIMITED
By: /s/ Russell Burt
 Name: Russell Burt
 Title: Director
BLANTYRE CAPITAL ICAV
By: Blantyre Capital Limited, as Investment Advisor
By: /s/ Mubashir Mukadam
 Name: Mubashir Mukadam
 Title: Director

CUSIP No. 635309206

 

SCHEDULE I

MUBASHIR MUKADAM

 

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of Principal
Business ofEmployer

  

Citizenship

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y 6LX

United Kingdom

  Director  Blantyre Capital Limited;
Investment Advisor		  United Kingdom

CUSIP No. 635309206

 

SCHEDULE II

BLANTYRE MULANJE II GP LIMITED

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Matt Auriemma  

c/o HighWater Limited

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road, P.O. Box 30599, George Town

Grand Cayman KY1-1203

CaymanIslands

  Director  HighWater Limited;
Corporate Governance Services Company		  United States
Heloisa Chaney11  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital U.S. LLC;
Subsidiary of Blantyre Capital Limited		  United States
Russell Burt  

Marbury Fund Services (Cayman) Limited

3rd Floor, Fidelity Financial Centre

West Bay Road, PO Box 2427

GrandCayman, KY1-1105

Cayman Islands

  Director  Marbury Fund Services;
Fiduciary Services Company		  British

 

 

11 

Ms. Chaney is an employee of Blantyre Capital U.S. LLC, a subsidiary of Blantyre Capital Limited. Sheserves as the Chief Operating Officer of Blantyre Capital Limited.

CUSIP No. 635309206

 

SCHEDULE III

BLANTYRE FUND II (GP) LIMITED

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Matt Auriemma  

c/o HighWater Limited

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road, P.O. Box 30599, George Town

Grand Cayman KY1-1203

CaymanIslands

  Director  HighWater Limited;
Corporate Governance Services Company		  United States
Heloisa Chaney  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital U.S. LLC;
Subsidiary of Blantyre Capital Limited		  United States
Russell Burt  

Marbury Fund Services (Cayman) Limited

3rd Floor, Fidelity Financial Centre

West Bay Road, PO Box 2427

GrandCayman, KY1-1105

Cayman Islands

  Director  Marbury Fund Services;
Fiduciary Services Company		  British

CUSIP No. 635309206

 

SCHEDULE IV

BLANTYRE FUND III (GP) LIMITED

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Matt Auriemma  

c/o HighWater Limited

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road, P.O. Box 30599, George Town

Grand Cayman KY1-1203

CaymanIslands

  Director  HighWater Limited;
Corporate Governance Services Company		  United States
Heloisa Chaney  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital U.S. LLC;
Subsidiary of Blantyre Capital Limited		  United States
Russell Burt  

Marbury Fund Services (Cayman) Limited

3rd Floor, Fidelity Financial Centre

West Bay Road, PO Box 2427

GrandCayman, KY1-1105

Cayman Islands

  Director  Marbury Fund Services;
Fiduciary Services Company		  British

CUSIP No. 635309206

 

SCHEDULE V

BLANTYRE CAPITAL LIMITED

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Mubashir Mukadam  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director; Managing Partner & Chief Investment Officer  Blantyre Capital Limited;
Investment Advisor		  United Kingdom
Fernando de Santiago  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director; Head of Investments  Blantyre Capital Limited;
Investment Advisor		  Spain
Heloisa Chaney  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Managing Partner & Chief Operating Officer  Blantyre Capital U.S. LLC12; Subsidiary of Blantyre Capital Limited  United States
Sam Young  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Chief Financial Officer  Blantyre Capital Limited;
Investment Advisor		  United Kingdom
Katrina West  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Chief Compliance Officer  Blantyre Capital Limited;
Investment Advisor		  United Kingdom

 

 

12 

Ms. Chaney is an employee of Blantyre Capital U.S. LLC, a subsidiary of Blantyre Capital Limited. Sheserves as the Chief Operating Officer of Blantyre Capital Limited.

CUSIP No. 635309206

 

SCHEDULE VI

BLANTYRE MULANJE II DAC

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Mark Fitzgerald  

1 Pear Tree Field

Galloping Green North

Blackrock

Co. Dublin

Ireland

  Director  N/A  Ireland
Eoin Redmond  

Castlerock

Newtownpark Avenue

Co. Dublin A94T9V4

Ireland

  Director  N/A  Ireland
Katrina West  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital Limited;
Investment Advisor		  United Kingdom

CUSIP No. 635309206

 

SCHEDULE VII

BSSF II IRELAND DAC

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Mark Fitzgerald  

1 Pear Tree Field

Galloping Green North

Blackrock

Co. Dublin

Ireland

  Director  N/A  Ireland
Eoin Redmond  

Castlerock

Newtownpark Avenue

Co. Dublin A94T9V4

Ireland

  Director  N/A  Ireland
Katrina West  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital Limited;
Investment Advisor		  United Kingdom

CUSIP No. 635309206

 

SCHEDULE VIII

BSSF III DAC

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Mark Fitzgerald  

1 Pear Tree Field

Galloping Green North

Blackrock

Co. Dublin

Ireland

  Director  N/A  Ireland
Eoin Redmond  

Castlerock

Newtownpark Avenue

Co. Dublin A94T9V4

Ireland

  Director  N/A  Ireland
Katrina West  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital Limited;
Investment Advisor		  United Kingdom

CUSIP No. 635309206

 

SCHEDULE IX

BLANTYRE MULANJE III GP LIMITED

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Matt Auriemma  

c/o HighWater Limited

Grand Pavilion Commercial Centre

1st Floor, 802 West Bay Road, P.O. Box 30599, George Town

Grand Cayman KY1-1203

CaymanIslands

  Director  HighWater Limited;
Corporate Governance Services Company		  United States
Heloisa Chaney13  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital U.S. LLC;
Subsidiary of Blantyre Capital Limited		  United States
Russell Burt  

Marbury Fund Services (Cayman) Limited

3rd Floor, Fidelity Financial Centre

West Bay Road, PO Box 2427

GrandCayman, KY1-1105

Cayman Islands

  Director  Marbury Fund Services;
Fiduciary Services Company		  British

 

 

13 

Ms. Chaney is an employee of Blantyre Capital U.S. LLC, a subsidiary of Blantyre Capital Limited. Sheserves as the Chief Operating Officer of Blantyre Capital Limited.

CUSIP No. 635309206

 

SCHEDULE X

Blantyre Capital ICAV

 

Name and Position of
Officer or Director

  

Principal Business Address

  

Principal Occupation or
Employment

  

Name and Description of
Principal Businessof
Employer

  Citizenship
Mark Fitzgerald  

1 Pear Tree Field

Galloping Green North

Blackrock

Co. Dublin

Ireland

  Director  N/A  Ireland
Eoin Redmond  

Castlerock

Newtownpark Avenue

Co. Dublin A94T9V4

Ireland

  Director  N/A  Ireland
Katrina West  

c/o Blantyre Capital Limited

52 Jermyn Street

London SW1Y6LX

United Kingdom

  Director  Blantyre Capital Limited;
Investment Advisor		  United Kingdom
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