SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Woods Maria VG

(Last)

(First)

(Middle)

C/O NATIONAL CINEMEDIA, INC.

6300 S. SYRACUSE WAY, SUITE 300

(Street)

CENTENNIAL

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)
02/23/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2024		M		5,734⁽¹⁾	A	$0	10,465	D
Common Stock	02/23/2024		S		1,769⁽²⁾	D	$4.1235	8,696	D
Common Stock	02/26/2024		M		4,921⁽¹⁾	A	$0	13,617	D
Common Stock	02/26/2024		S		1,517⁽²⁾	D	$4.257	12,100	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/23/2024		M			4,293	02/23/2024	02/23/2024	Common Stock	4,293	$0	0	D
Restricted Stock Units	⁽³⁾	02/23/2024		M			1,441⁽⁴⁾	02/23/2024	02/23/2024	Common Stock	1,441	$0	0	D
Restricted Stock Units	⁽³⁾	02/26/2024		M			1,624	02/26/2024	02/26/2024	Common Stock	1,624	$0	0	D
Restricted Stock Units	⁽³⁾	02/26/2024		M			3,297⁽⁵⁾	02/26/2024	02/26/2024	Common Stock	3,297	$0	0	D

Explanation of Responses:

1. Represents acquisition of common stock upon vesting of restricted stock units.

2. Represents sale of securities on the open market to satisfy tax obligations upon the vesting of restricted stock units pursuant to the terms of the award agreement.

3. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

4. Represents shares of performance based restricted stock units granted to the filing person on February 23, 2022. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2022 and 2023 adjusted free cash flow performance versus pre-established targets. The vested units represent the amount achieved.

5. Represents shares of performance based restricted stock units granted to the filing person on September 1, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 adjusted free cash flow performance versus pre-established targets. The vested units represent the amount achieved.

Remarks:

All holdings herein have been adjusted to reflect the Company's 1-for-10 reverse stock split effected on August 3, 2023.

	/s/ Laura Anne Kenwick, as-attorney-in-fact	02/27/2024
	** 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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