FORM 4
[ ] 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 *

COX CHRIS A
2. Issuer Name and Ticker or Trading Symbol

AMC ENTERTAINMENT HOLDINGS, INC. [ AMC/APE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, CHIEF ACCT OFFICER
(Last)          (First)          (Middle)

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

2/23/2023
(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)

_X _ Form filed by One Reporting Person
___ 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
Class A Common Stock (1)2/23/2023  A  8253 A$0 22468 D  
Class A Common Stock (2)2/23/2023  A  43977 A$0 66445 D  
Class A Common Stock (3)2/23/2023  F  23533 D$0 42912 (4)D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
AMC Preferred Equity Units (1)(5)$0 2/23/2023  A   8253     (5) (5)Class A Common Stock 8253 $0 22468 D  
AMC Preferred Equity Units (2)(5)$0 2/23/2023  A   43977     (5) (5)Class A Common Stock 43977 $0 66445 D  
AMC Preferred Equity Units (3)(5)$0 2/23/2023  F     23533   (5) (5)Class A Common Stock 23533 $0 42912 D  
Restricted Stock Units (6)$0 2/23/2023  A   22789     (6) (6)Class A Common Stock 22789 $0 22789 D  
Restricted Stock Units (7)$0 2/23/2023  A   40940     (7) (7)AMC Preferred Equity Units (5)40940 $0 40940 D  

Explanation of Responses:
(1) Shares of the Issuer's class A common stock ("Common Shares") and preferred equity units ("APEUs") were issued upon the vesting of certain Performance Stock Units ("PSUs") granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan ("EIP") pursuant to award agreements dated February 28, 2020, March 15, 2021, and March 2, 2022. The PSUs were granted subject to performance and service based vesting conditions. The PSUs vested based upon attainment of performance goals as certified by the Issuer's Compensation Committee of the Board of Directors (the "Committee") and the Reporting Person's continued employment.
(2) Common Shares and APEUs were granted under the EIP by the Committee in lieu of vesting of certain PSUs that failed to achieve performance goals for reasons outside the control of the Issuer or its management.
(3) Common Shares and APEUs otherwise issuable were withheld to satisfy tax obligations arising from the vesting events described in notes 1 and 2 above.
(4) Does not include 42,912 outstanding APEUs or Common Shares and APEUs issuable upon future vesting of equity grants, including 45,114 Common Shares and 63,265 APEUs issuable based upon continued service and 45,117 Common Shares and 63,268 APEUs issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 302,588 equity interests.
(5) Each APEU is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of the Issuer's Series A Convertible Participating Preferred Stock. Each APEU is designed to have the same economic and voting rights as a Common Share and trades on the NYSE under the symbol "APE". Each APEU is automatically convertible into one (1) Common Share upon an approval by the Issuer's stockholders to authorize sufficient additional Common Shares to permit the conversion of the then-outstanding APEUs. The APEUs have no expiration date.
(6) Each restricted stock unit ("RSU") represents the right to receive one (1) Common Share within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment.
(7) Each restricted stock unit ("RSU") represents the right to receive one (1) APEU within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COX CHRIS A
AMC ENTERTAINMENT HOLDINGS INC
ONE AMC WAY, 11500 ASH STREET
LEAWOOD, KS 66211


SVP, CHIEF ACCT OFFICER

Signatures
/s/Edwin F Gladbach, Attorney-in-Fact2/27/2023
**Signature of Reporting PersonDate


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.
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