Sec Form 4 Filing - Marks Clifford E @ National CineMedia, Inc. - 2018-03-12

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
Marks Clifford E
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)
President
(Last) (First) (Middle)
C/O NATIONAL CINEMEDIA, INC., 9110 E. NICHOLS AVE., SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2018
(Street)
CENTENNIAL, CO80112-3405
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 03/12/2018 F 34,164 ( 1 ) D $ 7.71 562,919 D
Common Stock 03/12/2018 D 4,143 ( 2 ) D $ 0 558,776 D
Common Stock 03/12/2018 D 556 ( 3 ) D $ 0 558,220 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marks Clifford E
C/O NATIONAL CINEMEDIA, INC.
9110 E. NICHOLS AVE., SUITE 200
CENTENNIAL, CO80112-3405
President
Signatures
/s/ Teri Scott, as attorney-in-fact 03/14/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.
( 2 )On January 21, 2015, the reporting person received a grant of 78,168 shares of restricted stock that would vest based upon achievement of specified performance targets at the end of a three-year measurement period. On March 12, 2018, the Issuer determined that the performance conditions were 94.7% satisfied and, as a result, a portion of the original grant was forfeited.
( 3 )On April 10, 2015, the reporting person received a grant of 9,422 shares of restricted stock that would vest based upon achievement of specified performance targets at the end of a three-year measurement period. On March 12, 2018, the Issuer determined that the performance conditions were 94.1% satisfied and, as a result, a portion of the original grant was forfeited.

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* 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).

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