FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

AMC ENTERTAINMENT HOLDINGS, INC. 		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)

ONE AMC WAY, 11500 ASH STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/18/2018
(Street)

LEAWOOD, KS 66211
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Common Units of National Cinemedia, LLC   $0   6/18/2018     S         21477480      (1)   (1) National Cinemedia, Inc. Common Stock   21477480   $7.3   0   D   (2)  

Explanation of Responses:
(1)  Common Units of National Cinemedia, LLC ("NCM LLC") may be converted at any time into shares of the Issuer on a one-for-one basis and have no expiration date.
(2)  Of the securities sold, 8,309,597 Common Units were held directly by AMC Starplex, LLC ("AMCS") and 13,167,883 Common Units were held directly by American Multi-Cinema, Inc ("AMCI"). AMCI also indirectly held 8,309,597 Common Units through AMCS, a wholly-owned subsidiary. AMC Entertainment Holdings, Inc, that parent of AMCI, indirectly held all securities sold.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AMC ENTERTAINMENT HOLDINGS, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211
X

AMERICAN MULTI-CINEMA, INC.
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211
X

AMC STARPLEX, LLC
ONE AMC WAY
11500 ASH STREET
LEAWOOD, KS 66211
X


Signatures
/s/ Edwin F. Gladbach, Vice President Legal & Asst Secretary, AMC Entertainment Holdings, Inc. 6/19/2018
** Signature of Reporting Person Date

/s/ Edwin F. Gladbach, Vice President Legal & Asst Secretary, American Multi-Cinema, Inc. 6/19/2018
** Signature of Reporting Person Date

/s/ Edwin F. Gladbach, Vice President Legal & Asst Secretary, AMC Starplex, LLC 6/19/2018
** 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 control number.
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