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
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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).
1. Name and Address of Reporting Person*
Hilty Sarah Kinnick
(Last) (First) (Middle)
C/O NATIONAL CINEMEDIA, INC.
6300 SOUTH SYRACUSE WAY, SUITE 300
(Street)
CENTENNIAL CO 80111
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. 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 02/28/2021 D 372(1) D $0 107,043 D
Common Stock 03/01/2021 F 2,039(2) D $4.5 105,004 D
Common Stock 03/02/2021 D 8,673(3) D $0 96,331 D
Common Stock 03/02/2021 D 8,500(4) D $0 87,831 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
Restricted Stock Units (5) 02/28/2021 A 31,779 (6) (6) Common Stock 31,779 $0 31,779 D
Explanation of Responses:
1. On February 12, 2018, the reporting person received a grant of 7,426 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending March 1, 2021. On February 28, 2021, the Issuer's Board of Directors modified the grant by revising specified performance targets to remove the 2020 portion of the target and actual free cash flow performance and digital revenue from the calculation. Following this modification, the Issuer determined that the performance conditions were 95.0% satisfied and, as a result, a portion of the original grant was forfeited.
2. Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.
3. On February 19, 2019, the reporting person received a grant of 21,000 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending February 28, 2022. On March 2, 2021, the Issuer's Board of Directors modified the grant to vest at 58.7% and, as a result, a portion of the original grant was forfeited. The remainder of the February 19, 2019 award will vest on the original vesting date of February 28, 2022 and remains subject to the employee's continued employment with the Issuer.
4. On January 22, 2020, the reporting person received a grant of 25,500 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement periods ending February 27, 2023. On March 2, 2021, the Issuer's Board of Directors modified the grant and in connection with the modification determined that one-third of the award was related to the Issuer's performance during the 2020 fiscal year and would vest at 0.0% and as a result a portion of the original grant was forfeited.
5. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.
6. Represents shares of restricted stock units that will vest in two equal annual installments beginning on February 28, 2022.
Remarks:
/s/ Julie Patterson, as attorney-in-fact 03/02/2021
** 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).
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