Sec Form 4 Filing - Felenstein Scott D @ National CineMedia, Inc. - 2021-02-28

Insider filing report for Changes in Beneficial Ownership
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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
Felenstein Scott D
2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Revenue Officer
(Last) (First) (Middle)
C/O NATIONAL CINEMEDIA INC, 6300 S. SYRACUSE WAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2021
(Street)
CENTENNIAL, CO80111
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
Common Stock 02/28/2021 D 1,500 ( 1 ) D $ 0 213,495 D
Common Stock 03/01/2021 F 10,893 ( 2 ) D $ 4.5 202,602 D
Common Stock 03/02/2021 D 14,868 ( 3 ) D $ 0 187,734 D
Common Stock 02/28/2021 D 16,500 ( 4 ) D $ 0 171,234 D
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
Restricted Stock Units ( 5 ) 02/28/2021 A 31,779 ( 6 ) ( 6 ) Common Stock 31,779 $ 0 31,779 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Felenstein Scott D
C/O NATIONAL CINEMEDIA INC
6300 S. SYRACUSE WAY, SUITE 300
CENTENNIAL, CO80111
EVP & Chief Revenue Officer
Signatures
/s/ Julie Patterson, as attorney-in-fact 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 24, 2018, the reporting person received a grant of 30,000 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending March 1, 2021. On February 28, 2021, the Issuer's Board of Directors modified the grant by revising specified performance targets to remove the 2020 portion of the target and actual free cash flow performance and digital revenue from the calculation. Following this modification, the Issuer determined that the performance conditions were 95.0% satisfied and, as a result, a portion of the original grant was forfeited.
( 2 )Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.
( 3 )On February 19, 2019, the reporting person received a grant of 36,000 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending February 28, 2022. On March 2, 2021, the Issuer's Board of Directors modified the grant to vest at 58.7% and, as a result, a portion of the original grant was forfeited. The remainder of the February 19, 2019 award will vest on the original vesting date of February 28, 2022 and remains subject to the employee's continued employment with the Company.
( 4 )On January 22, 2020, the reporting person received a grant of 49,500 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement periods ending February 27, 2023. On March 2, 2021, the Issuer's Board of Directors modified the grant and in connection with the modification determined that one-third of the award was related to the Issuer's performance during the 2020 fiscal year and would vest at 0.0% and as a result a portion of the original grant was forfeited.
( 5 )Each restricted stock unit represents the right to receive one share of the Issuer's common stock.
( 6 )Represents shares of restricted stock units that will vest in two equal annual installments beginning on February 28, 2022.

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