Amended Statement of Beneficial Ownership (sc 13d/a)
April 09 2021 - 9:26AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMC Entertainment
Holdings, Inc.
(Name of Issuer)
Class A Common
Stock, par value $0.01 per share
(Title of Class of Securities)
00165C104
(CUSIP Number)
Lin Zhang
Director
Wanda America Entertainment, Inc.
850 New Burton Road
Suite 201
Dover, Delaware 19904
86-010-85588349
With a copy to:
Wendy Grasso, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022-7650
(212) 521-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1,
2021
(Date of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP
No. 00165C104
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1.
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Names
of Reporting Persons.
Wanda America Entertainment, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
30,455,290
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
30,455,290
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
6.8%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 00165C104
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1.
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Names
of Reporting Persons.
Qingdao Wanda Movie and TV Investment Co., Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
People’s Republic of China
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
30,455,290
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9.
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Sole
Dispositive Power
0
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10.
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Shared
Dispositive Power
30,455,290
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
6.8%
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14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 00165C104
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1.
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Names
of Reporting Persons.
Dalian Wanda Group Business Service Co., Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
The People’s Republic of China
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole
Voting Power
0
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8.
|
Shared
Voting Power
30,455,290
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9.
|
Sole
Dispositive Power
0
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10.
|
Shared
Dispositive Power
30,455,290
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
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|
12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
6.8%
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14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. G21515104
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1.
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Names
of Reporting Persons.
Wanda America Investment Holding Co. Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
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Citizenship
or Place of Organization
Delaware
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|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
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9.
|
Sole
Dispositive Power
0
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10.
|
Shared
Dispositive Power
30,455,290
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|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
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|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent
of Class Represented by Amount in Row (11)
6.8%
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14.
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Type
of Reporting Person (See Instructions)
CO
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CUSIP
No. 00165C104
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1.
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Names
of Reporting Persons.
Qingdao Wanda Culture Investment Co., Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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3.
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SEC
Use Only
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|
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4.
|
Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6.
|
Citizenship
or Place of Organization
The People’s Republic of China
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|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
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14.
|
Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 00165C104
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1.
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Names
of Reporting Persons.
Beijing Wanda Investment Co., Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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|
|
(b)
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¨
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3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
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|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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|
|
6.
|
Citizenship
or Place of Organization
The People’s Republic of China
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 00165C104
|
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1.
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Names
of Reporting Persons.
Beijing Wanda Culture Industry Group Co., Ltd.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
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¨
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(b)
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¨
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|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship
or Place of Organization
People’s Republic of China
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
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|
CUSIP
No. 00165C104
|
|
|
1.
|
Names
of Reporting Persons.
Dalian Wanda Group Co., Ltd.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship
or Place of Organization
People’s Republic of China
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
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CUSIP
No. 00165C104
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1.
|
Names
of Reporting Persons.
Dalian Hexing Investment Co., Ltd.
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
|
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|
(a)
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¨
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|
(b)
|
¨
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|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship
or Place of Organization
People’s Republic of China
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
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CUSIP
No. 00165C104
|
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1.
|
Names
of Reporting Persons.
Jianlin Wang
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship
or Place of Organization
People’s Republic of China
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
30,455,290
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared
Dispositive Power
30,455,290
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,455,290
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.8%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
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|
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|
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Introduction
This
Amendment No. 1 (the “Amendment”) is being filed by Wanda America Entertainment, Inc., a Delaware corporation
(“WAE”); Qingdao Wanda Movie and TV Investment Co., Ltd., a limited liability company incorporated under the laws
of the People’s Republic of China (“QWM”); Dalian Wanda Group Business Service Co., Ltd., a limited liability
company incorporated under the laws of the People’s Republic of China (“DWGB”); Wanda America Investment Holding
Co. Ltd., a Delaware corporation (“WAI”); Qingdao Wanda Culture Investment Co., Ltd., a limited liability company
incorporated under the laws of the People’s Republic of China (“QWC”); Beijing Wanda Investment Co., Ltd.,
a limited liability company incorporated under the laws of the People’s Republic of China (“BWI”); Beijing Wanda
Culture Industry Group Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China
(“BWC”); Dalian Wanda Group Co., Ltd., a limited liability company incorporated under the laws of the People’s
Republic of China (“DWGC”); Dalian Hexing Investment Co., Ltd., a limited liability company incorporated under
the laws of the People’s Republic of China (“DHI”); and Jianlin Wang, a citizen of the People’s Republic
of China (“Mr. Wang,” and, together with WAE, QWM, DWGB, WAI, QWC, BWI, BWC, DWGC and DHI, the “Reporting
Persons”) and amends the statement on Schedule 13D originally filed by the Reporting Persons on September 18, 2018 (the “Schedule
13D”) relating to the Class A common stock, par value $0.01 per share (“Class A Shares”) of AMC Entertainment
Holdings, Inc., a Delaware corporation (the “Issuer”), which may be deemed to be beneficially owned by certain of the Reporting
Persons. 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. Interest in Securities of the Issuer.
(a) As
of the date of this Schedule, the Reporting Persons beneficially own an aggregate of 30,455,290 Class A Shares, or 6.8% of the total
outstanding Class A Shares of the Issuer. The beneficial ownership percentages used in this Schedule are calculated based on a total
of 450,156,186 Class A Shares outstanding as of March 11, 2021.
(b) The
Reporting Persons are deemed to share voting and dispositive power with respect to all 30,455,290 Class A Shares that are beneficially
owned by the Reporting Persons.
(c) Except
as described below, to the knowledge of the Reporting Persons, none of the persons named in response to Item 5(a) has effected any
transactions in the Class A Shares or Class B Shares of the Issuer during the past 60 days.
As reported in a Current Report on Form 8-K
filed by the Issuer on January 27, 2021, affiliates of Silver Lake Group, L.L.C. (“Silver Lake”) and certain co-investors
(collectively, the “Noteholders”) elected to convert $600.0 million of the Issuer’s 2.95% Convertible Senior Secured
Notes due 2026 into shares of Class A common stock at a conversion price of $13.51 per share. The Conversion settled on January 29, 2021
and resulted in the issuance of 44,422,860 shares of Class A common stock to the Noteholders. Pursuant to a Stock Repurchase and Cancellation
Agreement (the “Stock Repurchase Agreement”) between the Issuer and WAE, dated as of September 14, 2018, 5,666,000 shares
of Class B Common Stock (“Class B Shares”) held by WAE were forfeited and cancelled in connection with the conversion by the
Noteholders on January 29, 2021.
On February 1, 2021, WAE converted all 46,103,784
Class B Shares held by the Reporting Persons into 46,103,784 Class A Shares.
On February 1, 2021, WAE sold 2,061,060 shares
of Class A common stock in the open market at a weighted average price of $14.5901 per share.
On March 19, 2021, WAE sold 1,582,996 shares
of Class A common stock in the open market at a price of $14.43 per share.
On March 20, 2021, WAE sold 12,004,438 shares
of Class A common stock in the open market at a price of $13.98 per share.
(d) Except
as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any securities covered by this Schedule.
(e) Not
applicable.
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 9, 2021
|
WANDA AMERICA ENTERTAINMENT, INC.
|
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
|
Title:
|
Director
|
|
|
|
|
|
QINGDAO WANDA MOVIE AND TV INVESTMENT CO., LTD.
|
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
|
Title:
|
Legal Representative
|
|
|
|
|
|
DALIAN WANDA GROUP BUSINESS SERVICE CO., LTD.
|
|
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
|
Title:
|
Legal Representative
|
|
|
|
|
|
WANDA AMERICA INVESTMENT HOLDING CO. LTD.
|
|
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
QINGDAO WANDA CULTURE INVESTMENT CO., LTD.
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
|
Title:
|
Legal Representative
|
|
|
|
|
|
BEIJING WANDA INVESTMENT CO., LTD.
|
|
|
|
By:
|
/s/ Lin Zhang
|
|
|
Name:
|
Lin Zhang
|
|
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Title:
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Legal Representative
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|
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BEIJING WANDA CULTURE INDUSTRY GROUP CO., LTD.
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|
|
|
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By:
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/s/ Benxi Ding
|
|
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Name:
|
Benxi Ding
|
|
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Title:
|
Legal Representative
|
|
|
|
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DALIAN WANDA GROUP CO., LTD.
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|
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|
|
By:
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/s/ Jianlin Wang
|
|
|
Name:
|
Jianlin Wang
|
|
|
Title:
|
Legal Representative
|
|
DALIAN HEXING
INVESTMENT CO., LTD.
|
|
|
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|
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By:
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/s/
Jianlin Wang
|
|
|
Name:
|
Jianlin Wang
|
|
|
Title:
|
Legal Representative
|
|
|
|
|
|
|
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|
|
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/s/
Jianlin Wang
|
|
|
Jianlin Wang
|
AMC Entertainment (NYSE:AMC)
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