UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

National CineMedia, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

635309107

(CUSIP Number)

 

Michael D. Cavalier

Senior Vice President, General Counsel and Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

(972) 665-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 21, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.  635309107

 

 

1

Names of Reporting Persons
Cinemark Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
23,998,505 shares

 

8

Shared Voting Power
-0- shares

 

9

Sole Dispositive Power
23,998,505 shares

 

10

Shared Dispositive Power
-0- shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
23,998,505 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row
30%

 

 

14

Type of Reporting Person (See Instructions)
HC

 

2


 

EXPLANATORY NOTE

 

This Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission on March 28, 2011 and amended on March 22, 2013 (as so amended, the “Schedule 13D”) by Cinemark Holdings, Inc. (the “Reporting Person”) with respect to the common stock, par value $0.01 per share of the Issuer (the “Common Stock”)  is being filed by the Reporting Person pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, to reflect the issuance of additional common units of NCM (“NCM Units”) pursuant to the Common Unit Adjustment Agreement as described in Item 3, increasing the Reporting Person’s investment in NCM and amend a disclosure under Item 2 of the Schedule 13D.  Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.

 

 

Item 2.

Identity and Background

Item 2 is hereby amended as follows:

 

Valmir Fernandes, the President of Cinemark International, L.L.C and an executive officer of the Reporting Person, is a citizen of Brazil.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

 

On June 21, 2013, pursuant to the Common Unit Adjustment Agreement as more completely described in Item 3 of the Schedule 13D and incorporated by reference to Exhibit 1 thereto, the Reporting Person received, through its wholly-owned subsidiaries, Cinemark USA, Inc. and Cinemark Media, Inc., from NCM, 5,315,837 newly issued NCM Units due to an Extraordinary Attendance Increase. The Extraordinary Attendance Increase was due to the completion of the acquisition of certain Rave theatres by Cinemark USA, Inc. on May 28, 2013. In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by the Reporting Person pursuant to the Extraordinary Adjustment.

 

3


 

Exhibit A

Directors and Executive Officers

 

The name, principal occupation and business address of each director and executive officer of the reporting Person are set forth below.  All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

 

Name

 

Business Address

 

Present Principal Occupation and
Position(s) with Reporting Person

Vahe A. Dombalagian

 

Three First National Plaza, Suite 4600
Chicago, IL 60602

 

·      Managing Director of Madison Dearborn Partners, LLC

·      Director of Reporting Person

 

 

 

 

 

Peter R. Ezersky

 

1065 Avenue of the Americas, 34th Floor
New York, NY 10018

 

·      Managing Principal of Quadrangle Group LLC

·      Director of Reporting Person

 

 

 

 

 

Carlos M. Sepulveda

 

12770 Merit Dr., Suite 1000
Dallas, TX 75251

 

·      President and CEO of Interstate Battery System International, Inc.

·      Director of Reporting Person

 

 

 

 

 

Ben D. Chereskin

 

400 N. Michigan Ave., Suite 620
Chicago, IL 60611

 

·      President of Profile Management LLC

·      Director of Reporting Person

 

 

 

 

 

Raymond W. Syufy

 

150 Pelican Way
San Rafael, CA 94901

 

·      CEO of Syufy Enterprises

·      Director of Reporting Person

 

 

 

 

 

Steven P. Rosenberg

 

1480 Justin Rd.
Rockwall, TX 75087

 

·      President of SPR Ventures Inc.

·      Director of Reporting Person

 

 

 

 

 

Enrique F. Senior

 

711 Fifth Avenue
New York, NY 10022

 

·      Managing Director of Allen & Company LLC

·      Director of Reporting Person

 

 

 

 

 

Donald G. Soderquist

 

201 S. 19th Street, Suite P
Rogers, AR 72758

 

·      Motivational Speaker and Business Counselor for OnCourse, LLC

·      Director of Reporting Person

 

 

 

 

 

Roger T. Staubach

 

8343 Douglas Avenue #100
Dallas, TX 75225

 

·      Executive Chairman of Jones Lang LaSalle

·      Director of Reporting Person

 

 

 

 

 

Lee Roy Mitchell

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Executive Chairman of the Board

 

 

 

 

 

Tim Warner

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Chief Executive Officer; President; Chief Operating Officer

 

 

 

 

 

Robert Copple

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Chief Finanacial Officer; Executive Vice President; Treasurer; Assistant Secretary

 

 

 

 

 

Valmir Fernandes

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

President - Cinemark International, L.L.C
Citizen of Brazil

 

 

 

 

 

Michael Cavalier

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Senior Vice President – General Counsel; Secretary

 

 

 

 

 

Tom Owens

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Senior Vice President – Real Estate

 

 

 

 

 

Steve Bunnell

 

3900 Dallas Parkway, Suite 500
Plano, TX 75093

 

Senior Vice President – Global Content Programming

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 28, 2013

CINEMARK HOLDINGS, INC

 

 

 

 

 

 

 

By:

/s/ Michael D. Cavalier

 

Name:

Michael D. Cavalier

 

Title:

Senior Vice President - General Counsel and Secretary

 

5