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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* AMERICAN MULTI-CINEMA, INC. (Last) (First) (Middle) ONE AMC WAY 11500 ASH STREET (Street) LEAWOOD KS 66211 (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/30/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK OF NATIONAL CINEMEDIA, INC.(1)	12/30/2015		C		200,000	A	$0	200,000	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
COMMON UNITS OF NATIONAL CINEMEDIA, LLC	$0	12/30/2015		C			200,000	(3)	(3)	COMMON STOCK OF NATIONAL CINEMEDIA, INC.	200,000	$0	23,862,988	D(4)

1. Name and Address of Reporting Person* AMERICAN MULTI-CINEMA, INC. (Last) (First) (Middle) ONE AMC WAY 11500 ASH STREET (Street) LEAWOOD KS 66211 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMC ENTERTAINMENT INC (Last) (First) (Middle) ONE AMC WAY 11500 ASH STREET (Street) LEAWOOD KS 66211 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMC ENTERTAINMENT HOLDINGS, INC. (Last) (First) (Middle) ONE AMC WAY 11500 ASH STREET (Street) LEAWOOD KS 66211 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 30, 2015, pursuant to the terms of the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC, dated as of Februay 13, 2007, American Multi-Cinema, Inc. redeemed 200,000 Common Units of National CineMedia, LLC, in exchange for 200,000 newly issued shares of Common Stock in National CineMedia, Inc.

2. The 200,000 shares of Common Stock are held directly by American Multi-Cinema, Inc. and indirectly by AMC Entertainment Inc. and AMC Entertainment Holdings, Inc. AMC Entertainment Inc. is the parent corporation of American Multi-Cinema, Inc. and AMC Entertainment Holdings, Inc. is the parent corporation of AMC Entertainment Inc.

3. Common Units of National CineMedia, LLC may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis and have no expiration date.

4. Of the reported securities, 19,463,664 Common Units are owned directly and 4,399,324 Common Units are held indirectly through a subsidiary by American Multi-Cinema, Inc. All of the reported securities are held indirectly by AMC Entertainment Inc. and AMC Entertainment Holdings, Inc. AMC Entertainment Inc. is the parent corporation of American Multi-Cinema, Inc. and AMC Entertainment Holdings, Inc. is the parent corporation of AMC Entertainment Inc.

	/S/EDWIN F GLADBACH, VP LEGAL	12/30/2015
	** Signature of Reporting Person	Date
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