Statement of Changes in Beneficial Ownership (4)
March 06 2023 - 6:52PM
Edgar (US Regulatory)
FORM 4
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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
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Antara Capital LP |
2. Issuer Name and Ticker or Trading Symbol
AMC ENTERTAINMENT HOLDINGS, INC.
[
AMC,APE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
55 HUDSON YARDS, 47TH FLOOR, SUITE C |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2023 |
(Street)
NEW YORK, NY 10001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/3/2023 | | P | | 380900 | A | $6.48 | 0 (5) | I | See Footnotes (1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Total Return Swap (6) | (6) | 3/3/2023 | | P/K | | 3980581 | | 12/28/2022 | 12/28/2023 | Class A Common Stock | 3980581 | $6.53 | 0 | I | See Footnotes (1)(2)(3)(4) |
Total Return Swap (7) | (7) | 3/3/2023 | | P/K | | 19419 | | 12/30/2022 | 12/30/2023 | Class A Common Stock | 19419 | $6.53 | 340581 | I | See Footnotes (1)(2)(3)(4) |
Call Option (right to buy) | $8 | 3/3/2023 | | S | | | 30000 | 12/30/2022 | 4/20/2023 | Class A Common Stock | 30000 | $0.52 | 0 | I | See Footnotes (1)(2)(3)(4) |
Explanation of Responses: |
(1) | This Form 4 is being filed on behalf of (i) Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership ("Antara Master Fund"), (ii) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (iii) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), (iv) Antara Capital Fund GP LLC, a Delaware limited liability company ("Antara Fund GP") and (v) Himanshu Gulati (collectively, the "Reporting Persons"). |
(2) | Antara Capital serves as the investment manager of Antara Master Fund. Antara Fund GP is the general partner of Antara Master Fund and Antara GP is the general partner of Antara Capital. Himanshu Gulati is the sole member of Antara Fund GP and Antara GP. Each of Antara Capital, Antara GP, Antara Fund GP and Himanshu Gulati may be deemed to indirectly beneficially own the securities held directly by the Antara Master Fund and each disclaims beneficial ownership of all such securities except to the extent of any indirect pecuniary interest therein. |
(3) | The securities are held directly by Antara Master Fund. |
(4) | This report shall not be deemed an admission that the Reporting Persons, or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(5) | Before the Reporting Persons became subject to Section 16, Antara Master Fund effected a short sale of 380,900 shares of Class A Common Stock and borrowed shares from an unaffiliated broker for delivery against the sale. On March 3, 2023, Antara Master Fund delivered 380,900 shares of Class A Common Stock to the lender in repayment of the stock loan. |
(6) | Antara Master Fund closed a portion of its total return swap with a counterparty via acquiring "notional" shares of Class A Common Stock. The swap agreement provided that, upon settlement of the swap, the counterparty would pay the per share purchase price of $3.84 to the reporting person, and the reporting person would pay to the counterparty an amount equal to the then per share market price, for each of the applicable number of shares. |
(7) | Antara Master Fund closed a portion of its total return swap with a counterparty via acquiring "notional" shares of Class A Common Stock. The swap agreement provided that, upon settlement of the swap, the counterparty would pay the per share purchase price of $3.944 to the reporting person, and the reporting person would pay to the counterparty an amount equal to the then per share market price, for each of the applicable number of shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Antara Capital LP 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Antara Capital Fund GP LLC 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Antara Capital Master Fund LP 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Antara Capital GP LLC 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Gulati Himanshu 55 HUDSON YARDS, 47TH FLOOR, SUITE C NEW YORK, NY 10001 |
| X |
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Signatures
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Antara Capital LP By: Antara Capital GP LLC, its general partner By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | | 3/6/2023 |
**Signature of Reporting Person | Date |
Antara Capital Fund GP LLC By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | | 3/6/2023 |
**Signature of Reporting Person | Date |
Antara Capital Master Fund LP By: Antara Capital LP, not in its individual corporate capacity, but solely as Investment Advisor and agent By: Antara Capital GP LLC, its general partner By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | | 3/6/2023 |
**Signature of Reporting Person | Date |
Antara Capital GP LLC By: /s/ Himanshu Gulati Name: Himanshu Gulati Title: Managing Member | | 3/6/2023 |
**Signature of Reporting Person | Date |
/s/ Himanshu Gulati Himanshu Gulati | | 3/6/2023 |
**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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