EXPLANATORY NOTE
This Amendment No. 3 (the Amendment) is being filed by SLA CM Avatar Holdings, L.P. (SLA Avatar), SLA CM GP, L.L.C. (SLA
GP), SL Alpine Aggregator GP, L.L.C. (SLA GP LLC), Silver Lake Alpine Associates, L.P. (SLAA), SLAA (GP), L.L.C. (SLAA GP), and Silver Lake Group, L.L.C. (SLG and, together with SLA Avatar, SLA
GP, SLA GP LLC, SLAA and SLAA GP, Silver Lake or the Reporting Persons) and amends the statement on Schedule 13D originally filed by the Reporting Persons on May 1, 2020, as amended by Amendment No. 1 filed on
July 13, 2020 and Amendment No. 2 filed on August 3, 2020 (as amended, the Schedule 13D) relating to the Class A common stock, par value $0.01 per share (the Class A Common Stock) of AMC Entertainment
Holdings, Inc., a Delaware corporation (the Issuer) which may be deemed to be beneficially owned by certain of the Reporting Persons. This Amendment is being filed to reflect an updated number of shares of Class A Common Stock
beneficially owned by the Reporting Persons and related information in connection with the automatic adjustment to the conversion rate on the 2.95% Convertible Senior Secured Notes due 2026 (the 2026 Convertible Notes) as further
described below in Item 6.
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except
as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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Item 5(a) (c) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in
Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) (b) The Reporting Persons may be deemed to
beneficially own 33,317,145 shares of the Issuers Class A Common Stock, or 36.7% of the Class A Common Stock as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), which is based on the 33,317,145 shares of Class A Common Stock which would be received upon conversion of the $450 million aggregate principal amount of 2026 Convertible Notes held by SLA Avatar. In
addition, SLAA, SLAA GP and SLG may be deemed the beneficial owner over an additional 11,105,715 shares of Class A Common Stock which would be received by Sargas Investment Pte. Ltd. (the Syndication Purchaser), an entity not
affiliated with the Reporting Persons, upon conversion of the $150 million aggregate principal amount of 2026 Convertible Notes it holds, based on the rights granted to Silver Lake under a note purchase agreement (the Syndication Note
Purchase Agreement), as further described below in Item 6 of the Schedule 13D. As a result, in the aggregate, SLAA, SLAA GP and SLG may be deemed the beneficial owner over 44,422,860 shares of Class A Common Stock, or 43.6% of the
Class A Common Stock as calculated pursuant to Rule 13d-3 of the Exchange Act. The shares of Class A Common Stock which would be received upon conversion of the total $600 million aggregate
principal amount of 2026 Convertible Notes reported herein would equal approximately 30.0% of the total common stock of the Issuer which would be outstanding following such conversion, representing approximately 18.5% of the total voting power of
all common stock which would be outstanding following such conversion.
Calculations of beneficial ownership and voting power described herein are
(i) based on the current conversion rate of the 2026 Convertible Notes of 74.0381 shares of Class A Common Stock which would be delivered upon conversion of each $1,000 principal amount of 2026 Convertible Notes, which is equivalent to a
conversion price of approximately $13.51 per share of Class A Common Stock, (ii) based on 57,549,593 shares of Class A Common Stock and 51,769,784 shares of Class B common stock of the Issuer outstanding as of August 3,
2020, as set forth in the Issuers Registration Statement on Form S-3, filed on August 28, 2020 and (iii) in the case of calculations of percentage of total common stock of the Issuer which
would be outstanding following conversion and total voting power following conversion, assume the forfeiture of certain shares of Class B common stock by Wanda America Entertainment, Inc. following any such conversion, as described in Item 6 to
this Schedule 13D.
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