Sec Form 4 Filing - TYRRELL JACK @ REGAL ENTERTAINMENT GROUP - 2018-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TYRRELL JACK 2. Issuer Name and Ticker or Trading Symbol REGAL ENTERTAINMENT GROUP [ RGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) JRS PARTNERS, 1201 16TH AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2018 (Street) NASHVILLE, TN37212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 02/28/2018 D 10,438 D $ 23 ( 1 ) 0 D Class A Common Stock 02/28/2018 D 33,089 D $ 23 ( 1 ) 0 I by The Jack Tyrrell Revocable Trust ( 2 ) Class A Common Stock 02/28/2018 D 100,000 D $ 23 ( 1 ) 0 I by JRS Partners GP ( 3 ) Class A Common Stock 02/28/2018 D 136,684 D $ 23 ( 1 ) 0 I by The Sandra F. Tyrrell Revocable Trust ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Numbe r of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TYRRELL JACK JRS PARTNERS 1201 16TH AVENUE SOUTH NASHVILLE, TN37212 X Signatures /s/ Peter B. Brandow, by Power of Attorney 02/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 5, 2017, by and among Regal Entertainment Group ("Regal"), Cineworld Group plc ("Cineworld"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., each outstanding share of Regal's Class A and Class B common stock was converted into the right to receive $23.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholding, upon the closing of Cineworld's acquisition of Regal on February 28, 2018. In addition, each outstanding unvested share of Regal's restricted stock became fully vested and was canceled at the effective time of the merger and converted into the right to receive the Merger Consideration. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Regal's common stock. ( 2 )The Jack Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of the shares. The reporting person is the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16") or any other purpose. ( 3 )JRS Partners GP ("JRS Partners") is the direct beneficial owner of 100,000 shares. The reporting person is a general partner of JRS Partners and may be deemed to have an indirect pecuniary interest in the Regal Entertainment Group Class A Common Stock (the "Shares") owned by JRS Partners. The reporting person disclaims beneficial ownership of the Shares held by JRS Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 4 )The Sandra F. Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of 136,684 shares. The reporting person is the spouse of the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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).

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