SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* REGAL CINEMAS INC (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [ NCMI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	09/09/2013		C(1)(2)		2,300,000	A	$0	2,300,000	D
Common Stock	09/09/2013		S		2,300,000	D	$17.79	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Common Units of National CineMedia, LLC	$0	09/09/2013		C(2)			2,300,000	(1)	(1)	Common Stock of National CineMedia, Inc.	2,300,000	$0	22,032,152	I	By Reporting Entities(3)

1. Name and Address of Reporting Person* REGAL CINEMAS INC (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* REGAL ENTERTAINMENT GROUP (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Regal Entertainment Holdings, Inc. (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* REGAL CINEMAS CORP (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Regal CineMedia Holdings, LLC (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Regal CineMedia CORP (Last) (First) (Middle) 7132 REGAL LANE (Street) KNOXVILLE TN 37918 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ANSCHUTZ CO (Last) (First) (Middle) 555 17TH STREET, SUITE 2400 (Street) DENVER CO 80202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ANSCHUTZ PHILIP F (Last) (First) (Middle) 555 17TH STREET, SUITE 2400 (Street) DENVER CO 80202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.

2. The Common Units were redeemed by Regal Cinemas, Inc. and converted into a like number of shares of Common Stock of National CineMedia, Inc.

3. 579,360 of the reported securities are owned directly by Regal Cinemas, Inc. and 21,452,792 of the reported securities are owned directly by Regal CineMedia Holdings, LLC. All of the reported securities are owned indirectly by Regal Cinemas, Inc., (other than the shares it owns directly), Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Anschutz Company, and Philip F. Anschutz Company, and Philip F. Anschutz. Anschutz Company and Philip F. Anschutz disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Cinemas, Inc.)	09/10/2013
	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Group)	09/10/2013
	/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Holdings, Inc.)	09/10/2013
	/s/ Peter B. Brandow, Executive Vice Pesident, General Counsel and Secretary (Regal Cinemas Corporation)	09/10/2013
	/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Holdings, LLC)	09/10/2013
	/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Corporation)	09/10/2013
	/s/ Robert M. Swysgood by Power of Attorney (on behalf of Anschutz Company)	09/10/2013
	/s/ Robert M. Swysgood, by Power of Attorney (on behalf of Philip F. Anschutz)	09/10/2013
	** Signature of Reporting Person	Date
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