AMC AMC Entertainment Holdings Inc

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Antara Capital Master Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			179,231,928
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			179,231,928
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	179,231,928 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.28% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

CUSIP No. 00165C203

1	NAMES OF REPORTING PERSONS
	Antara Capital Fund GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			179,231,928 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			179,231,928 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	179,231,928 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.28% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 179,231,928 APEs owned directly by Antara Capital Master Fund LP.

(2) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

1	NAMES OF REPORTING PERSONS
	Antara Capital LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			182,439,472 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			182,439,472 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,439,472 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.62% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Includes 179,231,928 APEs owned directly by Antara Capital Master Fund LP, 2,417,278 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 790,266 APEs owned directly by Corbin Opportunity Fund LP.

(2) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Antara Capital GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			182,439,472 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			182,439,472 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,439,472 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.62% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 179,231,928 APEs owned directly by Antara Capital Master Fund LP, 2,417,278 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 790,266 APEs owned directly by Corbin Opportunity Fund LP.

(2) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Himanshu Gulati
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			182,439,472 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			182,439,472 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	182,439,472 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.62% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes 179,231,928 APEs owned directly by Antara Capital Master Fund LP, 2,417,278 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 790,266 APEs owned directly by Corbin Opportunity Fund LP.

(2) All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13D filed on January 4, 2023 (the “Original Schedule 13D” and, as amended, the “Schedule 13D”) and relates to AMC Preferred Equity Units (“APEs”), each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of AMC Entertainment Holdings, Inc. (the “Issuer”), having its principal executive offices at One AMC Way 11500 Ash Street, Leawood, KS 66211. The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 3. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

“Schedule I sets forth all other transactions that have occurred since Amendment No. 2 with respect to APEs beneficially owned in the aggregate by the Reporting Persons (together with those certain transactions set forth on Schedule I of Amendments Nos. 1 and 2 to the Schedule 13D, the “Additional Open Market Shares”).”

Item 5 of the Schedule 13D is hereby amended and restated as follows:

“All percentages of APEs outstanding contained herein are based on 929,849,612 APEs outstanding as of February 22, 2023, according to the Form 10-K filed by the Issuer with the SEC on February 28, 2022.

 

(a) and (b)

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 182,439,472 APEs, representing 19.62% of the outstanding APEs.

 

(i) Antara Master Fund has shared voting and dispositive power over 179,231,928 APEs, representing 19.28% of the outstanding APEs;

 

(ii) Antara Fund GP, by virtue of its status as general partner of Antara Master Fund, has shared voting and dispositive power over 179,231,928 APEs, representing 19.28% of the outstanding APEs;

 

(iii) Antara Capital, by virtue of its status as investment adviser to Antara Master Fund and by virtue of certain investment management agreements that provide for it to act as sub advisor to Corbin ERISA Opportunity Fund Ltd (“Corbin ERISA Fund”) and Corbin Opportunity Fund LP (“Corbin Opportunity Fund”), has shared voting and dispositive power over 182,439,472 APEs, representing 19.62% of the outstanding APEs;

 

(iv) Antara GP, by virtue of its status as general partner of Antara Capital, has shared voting and dispositive power over 182,439,472 APEs, representing 19.62% of the outstanding APEs; and

 

(v) Mr. Gulati, by virtue of his status as sole member of Antara Fund GP and Antara GP, has shared voting and dispositive power over 182,439,472 APEs, representing 19.62% of the outstanding APEs.

 

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any APEs of the Issuer, other than the APEs of the Issuer owned of record by such Reporting Person.

 

(c)

 

Schedule I of Amendments Nos. 1, 2 and 3 sets forth all transactions with respect to the Additional Open Market Shares effected by Reporting Persons since the Original Schedule 13D. All such transactions with respect to the Additional Open Market Shares were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.

(d) Not applicable.

 

(e) Not applicable.”

 

[Signatures on following page]

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Additional Open Market Shares

 

 

 

 

 

 

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