NATIONAL CINEMEDIA, INC.(NCMI) 4 filing Filed On Nov 20, 2024

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NATIONAL CINEMEDIA, INC.

Date Filed : Nov 20, 2024

View Exhibits

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blantyre Capital Ltd

(Last)

(First)

(Middle)

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Blantyre Capital Ltd

(Last)

(First)

(Middle)

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mukadam Mubashir

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blantyre Mulanje II GP Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blantyre Fund II (GP) Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blantyre Fund III (GP) Ltd

(Last)

(First)

(Middle)

C/O BLANTYRE CAPITAL LIMITED

52 JERMYN STREET

(Street)

LONDON

SW1Y 6LX

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blantyre Mulanje II DAC

(Last)

(First)

(Middle)

55 CHARLEMONT PLACE

(Street)

DUBLIN

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BSSF II Ireland DAC

(Last)

(First)

(Middle)

55 CHARLEMONT PLACE

(Street)

DUBLIN

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BSSF III DAC

(Last)

(First)

(Middle)

55 CHARLEMONT PLACE

(Street)

DUBLIN

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

	/s/ Mubashir Mukadam - for Blantyre Capital Limited, By: Mubashir Mukadam, its Director	11/20/2024
	/s/ Russell Burt - for Blantyre Mulanje II GP Limited, By: Russell Burt, its Director	11/20/2024
	/s/ Russell Burt - for Blantyre Fund II (GP) Limited, By: Russell Burt, its Director	11/20/2024
	/s/ Russell Burt - for Blantyre Fund III (GP) Limited, By: Russell Burt, its Director	11/20/2024
	/s/ Mubashir Mukadam - for Blantyre Mulanje II DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	11/20/2024
	/s/ Mubashir Mukadam - for BSSF II Ireland DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	11/20/2024
	/s/ Mubashir Mukadam - for BSSF III DAC, By: Blantyre Capital Limited, its Investment Advisor, By: Mubashir Mukadam, its Director	11/20/2024
	/s/ Mubashir Mukadam	11/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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NATIONAL CINEMEDIA, INC.