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