Sec Form 4 Filing - REGAL ENTERTAINMENT GROUP @ National CineMedia, Inc. - 2018-06-18

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 REGAL ENTERTAINMENT GROUP 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) (Last) (First) (Middle) 101 EAST BLOUNT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2018 (Street) KNOXVILLE, TN37920 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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. Number 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 Common Units of National CineMedia, LLC $ 0 06/18/2018 P 10,738,740 ( 1 ) ( 1 ) Common Stock of National CineMedia, Inc. 10,738,740 $ 7.3 41,142,178 ( 2 ) I By Reporting Entities

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REGAL ENTERTAINMENT GROUP 101 EAST BLOUNT AVENUE KNOXVILLE, TN37920 X X Regal CineMedia CORP 101 EAST BLOUNT AVENUE KNOXVILLE, TN37920 X X REGAL CINEMAS INC 101 EAST BLOUNT AVENUE KNOXVILLE, TN37920 X X Cineworld Group plc 101 EAST BLOUNT AVENUE KNOXVILLE, TN37920 X X Signatures REGAL ENTERTAINMENT GROUP By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date REGAL CINEMEDIA HOLDINGS, LLC By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date REGAL CINEMEDIA CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date REGAL CINEMAS, INC. By: Name: Vincent Fusco Title: President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date REGAL CINEMAS CORPORATION By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date REGAL ENTERTAINMENT HOLDINGS, INC. By: Name: Vincent Fusco Title: Senior Vice President, Chief Financial Officer and Treasurer 06/20/2018 Signature of Reporting Person Date CROWN INTERMEDIATE HOLDCO, INC. By: Name: Nisan Cohen Title: Board Director 06/20/2018 Signature of Reporting Person Date CROWN UK HOLDCO LIMITED By: Name: Nisan Cohen Title: Board Director 06/20/2018 Signature of Reporting Person Date CINEWORLD GROUP PLC By: Name: Nisan Cohen Title: Board Director & Chief Financial Officer 06/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Units of National CineMedia, LLC ("Common Units") 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. ( 2 )The reported securities are owned directly by Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC and indirectly by Regal CineMedia Corporation, Regal Cinemas Corporation, Regal Entertainment Holdings, Inc., Regal Entertainment Group, Crown Intermediate Holdco, Inc., Crown UK Holdco Limited and Cineworld Group plc.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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