0001209191-16-156285.txt : 20161221
0001209191-16-156285.hdr.sgml : 20161221
20161221143713
ACCESSION NUMBER: 0001209191-16-156285
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161221
FILED AS OF DATE: 20161221
DATE AS OF CHANGE: 20161221
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CARMIKE CINEMAS INC
CENTRAL INDEX KEY: 0000799088
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830]
IRS NUMBER: 581469127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1301 FIRST AVE
CITY: COLUMBUS
STATE: GA
ZIP: 31901
BUSINESS PHONE: 7065763400
MAIL ADDRESS:
STREET 1: P O BOX 391
CITY: COLUMBUS
STATE: GA
ZIP: 31994
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cole Jeff A
CENTRAL INDEX KEY: 0001379327
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14993
FILM NUMBER: 162063695
MAIL ADDRESS:
STREET 1: CARMIKE CINEMAS, INC.
STREET 2: 1301 FIRST AVENUE
CITY: COLUMBUS
STATE: GA
ZIP: 31901
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-12-21
1
0000799088
CARMIKE CINEMAS INC
CKEC
0001379327
Cole Jeff A
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS
GA
31901
0
1
0
0
Vice President & Controller
Common Stock
2016-12-21
4
A
0
3566
0.00
A
25157
D
Common Stock
2016-12-21
4
D
0
25157
D
0
D
Stock Options
25.95
2016-12-21
4
D
0
20000
0.00
D
2017-04-13
Common Stock
20000
0
D
Stock Options
10.92
2016-12-21
4
D
0
4000
0.00
D
2020-03-02
Common Stock
4000
0
D
Stock Options
7.34
2016-12-21
4
D
0
4000
0.00
D
2012-03-11
Common Stock
4000
0
D
As of December 21, 2016, Issuer was acquired by AMC Entertainment Holdings, Inc. ("AMC") pursuant to an Amended and Restated Plan of Merger Agreement dated July 24, 2016 (Merger Agreement"), as more fully described in the Issuer Proxy Statement/Prospectus dated October 13, 2016 ("Proxy") and filed by the Issuer with the SEC on October 11, 2016 (the "Merger"). Each outstanding share of Issuer Common Stock was converted either into $33.06 in cash or 1.0819 shares of AMC Class A Common Stock ("Merger Consideration") with cash paid for any fractional shares. The choice of consideration received was at the election of the holder of Issuer equity securities, subject to the limitations described in the Proxy. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
Issuer outstanding performance shares previously awarded (but not reported under Section 16 because of the performance contingencies) became fully vested under the Merger Agreement without regard to the achievement of the performance criteria. All vested performance shares were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement. All vested RSU's were then converted into the Merger Consideration. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors.
Fully exercisable. Under the Merger Agreement, each outstanding Issuer stock option, whether or not vested or exercisable, became 100% vested and exercisable. Each share of Issuer common stock received in connection with the exercise of the stock options received the Merger Consideration. To the extent an option was not exercised, it was cancelled, and the Issuer paid each holder of such cancelled stock option an amount in cash (less any applicable tax withholdings), determined by multiplying (x) the excess, if any, of $33.06 over the exercise price per share of Issuer common stock by (y) the number of shares of Issuer common stock. If the exercise price exceeded $33.06, then such Issuer stock option was cancelled without any payment of any consideration.
/s/ Damiel E. Ellis, Attorney in Fact
2016-12-21