| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARMIKE CINEMAS INC [ CKEC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/03/2015 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/27/2015 | A | 18,668(1) | A | $0.00 | 233,915(2) | D | |||
| Common Stock | 02/27/2015 | A | 16,000(3) | A | $0.00 | 249,915 | D | |||
| Common Stock | 02/27/2015 | A | 10,133(4) | A | $0.00 | 260,048 | D | |||
| Comon Stock | 02/27/2015 | A | 1,941(5)(6) | A | $0.00 | 258,107(7) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Performance shares earned after Compensation Committee determined that certain performance goals for the third performance period (calendar year 2014) under the three-year performance plan had been met. The shares will be issued on March 15, 2015 provided Reporting Person remains continuously employed until such date. |
| 2. Includes 196 shares acquired through the Carmike Cinemas' Employee Stock Purchase Plan from September 30 - December 31, 2014. |
| 3. Performance shares earned after Compensation Committee determined that certain performance goals for the third performance period (calendar year 2014) under the three-year performance plan had been met. The shares will be issued on after the third performance period (calendar year 2015) provided Reporting Person remains continuously employed until such date. |
| 4. Performance shares earned after Compensation Committee determined that certain performance goals for the first performance period (calendar year 2014) under the three-year performance plan had been met. The shares will be issued on after the third performance period (calendar year 2016) provided Reporting Person remains continuously employed until such date. |
| 5. This form is being amended to correct a computational error of 205 shares in the number of shares delivered to the Company to cover FICA withholding obligations. |
| 6. Represents shares delivered to the Company to cover FICA withholding obligations due on earned performance shares because Reporting Person is a "Retirement Eligible Employee". |
| 7. This form is also being amended to add the following: Includes 30,000 shares of restricted stock granted on March 15, 2012 (previously reported) which will vest on March 15, 2015; 30,000 shares of restricted stock (previously reported) which will vest on February 28, 2016; 18,600 restricted stock units granted March 3, 2014 (previously reported) which will vest on March 3, 2017; 57,400 performance shares (previously reported) which will be issued in 2015; 20,400 performance shares (previously reported) which will be issued in 2016; 18,668 performance shares reported on this Form 4 which will be issued in 2015; 16,000 performance shares reported on this Form 4 to be issued in 2016; and 10,133 performance shares reported on this Form 4 which will be issued in 2017; in all cases, provided Reporting Person remains continuously employed until each vesting date. |
| Remarks: |
| /s/ Daniel E. Ellis, Attorney in Fact | 03/16/2015 | |
| ** 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 Number. | ||