Statement of Changes in Beneficial Ownership (4)
August 23 2022 - 12:58PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
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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
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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 ACCOUNTING OFFICER |
(Last)
(First)
(Middle)
AMC ENTERTAINMENT HOLDINGS INC, ONE AMC WAY, 11500 ASH
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/19/2022
|
(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 |
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 |
AMC Preferred Equity Unit (1) |
$0 |
8/19/2022 |
|
J (2) |
V |
1250 |
|
(1) |
(1) |
Class A CommonStock |
1250 |
$0 |
1250 (3) |
D |
|
Restricted Stock Units (4) |
$0 |
8/19/2022 |
|
A (5) |
V |
11332 |
|
(4) |
(4) |
AMC Preferred Equity Units |
11332 |
$0 |
11332 |
D |
|
Restricted Stock Units (6) |
$0 |
8/19/2022 |
|
A (5) |
V |
29537 |
|
(6) |
(6) |
AMC Preferred Equity Units |
29537 |
$0 |
29537 |
D |
|
Restricted Stock Units (7) |
$0 |
8/19/2022 |
|
A (5) |
V |
7571 |
|
(7) |
(7) |
AMC Preferred Equity Units |
7571 |
$0 |
7571 |
D |
|
Explanation of
Responses: |
(1) |
Each AMC Preferred Equity
Unit ("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 share of the Issuer's
Class A Common Stock ("Common Stock") and trades on the NYSE under
the symbol "APE". Each APEU is automatically convertible into one
(1) share of Common Stock upon an approval by the Issuer's
stockholders to authorize sufficient additional shares of Common
Stock to permit the conversion of the then-outstanding APEUs. The
APEUs have no expiration date. |
(2) |
The APEUs were distributed
as a dividend on outstanding Common Stock with each holder
receiving one (1) APEU for each share of Common Stock held (the
"Dividend"). |
(3) |
Does not include 1,250
shares of outstanding Common Stock or APEUs and Common Stock
issuable upon future vesting of equity grants, including 48,440
shares of Common Stock and 48,440 APEUs issuable based upon
continued service and 48,443 shares of Common Stock and 48,443
APEUs issuable upon attainment of performance goals at target,
which, when combined with the ownership reported above, would
represent a total of 196,266 equity interests. |
(4) |
Each restricted stock unit
("RSU") represents the right to receive one APEU within 30 days
following vesting. The RSUs were originally granted under the
Issuer's 2013 Equity Incentive Plan ("EIP") on March 2, 2022, and
one-third (1/3) of the total grant will vest in each of January
2023, 2024, and 2025, subject to continued employment. |
(5) |
The Compensation Committee
of the Board of Directors of the Issuer approved an equitable
adjustment of awards outstanding under the EIP effective August 19,
2022, in connection with the Dividend. As a result, each previously
reported RSU award was modified to provide for issuance of one (1)
APEU in addition to one (1) share of Common Stock upon
vesting. |
(6) |
Each RSU represents the
right to receive one APEU within 30 days following vesting. The
RSUs were originally granted under the EIP on March 15, 2021, and
one-half (1/2) of the remaining grant balance will vest in each of
January 2023 and 2024, subject to continued employment. |
(7) |
Each RSU represents the
right to receive one APEU within 30 days following vesting. The
RSUs were originally granted under the EIP on February 28, 2020,
and the remaining grant balance will vest in January 2023, subject
to continued employment. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
COX CHRIS A
AMC ENTERTAINMENT HOLDINGS INC
ONE AMC WAY, 11500 ASH STREET
LEAWOOD, KS 66211 |
|
|
SVP, CHIEF ACCOUNTING OFFICER |
|
Signatures
|
/s/ Edwin F Gladbach,
Attorney-in-Fact |
|
8/22/2022 |
**Signature of
Reporting Person |
Date |
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. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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