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 * Goodman Sean D. 2. Issuer Name and Ticker or Trading Symbol AMC ENTERTAINMENT HOLDINGS, INC. [ AMC ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & CFO
(Last)         (First)         (Middle)
11500 ASH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
1/3/2022
(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) 1/3/2022    M    97739  A $0  97739  D   
Class A Common Stock (3) 1/3/2022    A    27206  A $0  124945  D   
Class A Common Stock (4) 1/3/2022    F    56506  D $0  68439 (5) 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 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
Restricted Stock Units (1) $0  1/3/2022    C        30229    (1)  (1) Class A Common Stock  30229  $0  30232  D   
Restricted Stock Units (2) $0  1/3/2022    C        67510    (2)  (2) Class A Common Stock  67510  $0  135022  D   

Explanation of Responses:
(1)  Shares were issued upon the vesting of certain Restricted Stock Units ("RSUs") originally granted under the Issuer's 2013 Equity Incentive Plan ("EIP") on February 28, 2020. One third of the total grant vested on January 3, 2022, based upon the Reporting Person's continued employment.
(2)  Shares were issued upon the vesting of certain RSUs originally granted under the EIP on March 15, 2021. One third of the total grant vested on January 3, 2022, based upon the Reporting Person's continued employment.
(3)  Shares were issued upon the vesting of certain Performance Stock Units ("PSUs") originally granted under the EIP on March 6, 2019, and February 28, 2020, each as modified. The PSUs vested on January 3, 2022, based upon attainment of performance goals certified by the Compensation Committee of the Issuer's Board of Directors and the Reporting Person's continued employment.
(4)  Shares otherwise issuable were withheld to satisfy the Reporting Person's tax obligations arising from the vesting events described in notes 1-3 above.
(5)  Does not include Shares issuable upon future vesting of equity grants, including 198,588 Shares issuable based upon continued service and 262,994 Shares issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 530,021 Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Goodman Sean D.
11500 ASH STREET
LEAWOOD, KS 66211


EVP & CFO

Signatures
/s/ Edwin F. Gladbach, Attorney-in-Fact 1/5/2022
**Signature of Reporting Person Date
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