Sec Form 4 Filing - MADISON DEARBORN PARTNERS IV LP @ Cinemark Holdings, Inc. - 2011-05-13

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 MADISON DEARBORN PARTNERS IV LP 2. Issuer Name and Ticker or Trading Symbol Cinemark Holdings, Inc. [ CNK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) THREE FIRST NATIONAL PLAZA, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2011 (Street) CHICAGO, IL60602 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 Common Stock 05/13/2010 S 8,000,000 ( 1 ) D $ 20.7 ( 1 ) 10,203,708 I See footnote. ( 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 (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 MADISON DEARBORN PARTNERS IV LP THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO, IL60602 X MADISON DEARBORN CAPITAL PARTNERS IV LP THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO, IL60602 X Signatures /s/ Mark B. Tresnowski, General Partner, Madison Dearborn Partners, L.L.C. for Madison Dearborn Partners IV, L.P. 05/17/2011 Signature of Reporting Person Date Mark B. Tresnowski, General Partner, Madison Dearborn Partners, L.L.C. for Madison Dearborn Capital Partners IV, L.P. 05/17/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported in this Form 4 was carried out pursuant to a firm underwritten transaction described in a Prospectus Supplement filed by Cinemark Holdings, Inc. with the Securities and Exchange Commission on May 11, 2011, and the related Registration Statement on Form S-3 filed by Cinemark Holdings, Inc. on May 6, 2009 (File No. 333-159012). ( 2 )The shares reported are held of record by Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"). Madison Dearborn Partners IV, L.P. ("MDP IV"), the sole general partner of MDCP IV, may be deemed to beneficially own the reported shares. John A. Canning Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power, acting by majority vote, to vote or dispose of the shares directly held by MDCP IV. Messrs. Canning, Finnegan and Mencoff and MDP IV each hereby disclaims any beneficial ownership of any shares directly held by MDCP IV, except to the extent of their pecuniary interest therein.

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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