Sec Form 3 Filing - Silver Lake Group, L.L.C. @ AMC ENTERTAINMENT HOLDINGS, INC. - 2018-09-17

FORM 3 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 Silver Lake Group, L.L.C. 2. Issuer Name and Ticker or Trading Symbol AMC ENTERTAINMENT HOLDINGS, INC. [ AMC] 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) C/O SILVER LAKE,, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2018 (Street) MENLO PARK, CA94025 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 2.95% Convertible Senior Notes due 2024 ( 1 ) ( 2 ) $ 18.95 ( 6 ) ( 3 ) ( 4 ) Common Stock 23,746,680 ( 5 ) I Held through SLA Avatar Holdings I, L.P. ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Lake Group, L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Silver Lake Alpine Associates, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLA Avatar I GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X SLA Avatar Holdings I, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C. 09/21/2018 Signature of Reporting Person Date /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 09/21/2018 Signature of Reporting Person Date /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 09/21/2018 Signature of Reporting Person Date /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SLA Avatar I GP, L.L.C. 09/21/2018 Signature of Reporting Person Date /s/ Karen M. King, Managing Director and Chief Legal Officer, Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., GP of Silver Lake Alpine Associates, L.P., managing member of SLA Avatar I GP, L.L.C., GP of SLA Avatar Holdings I, L.P. 09/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed by SLA Avatar Holdings I, L.P. ("Avatar I"), SLA Avatar I GP, L.L.C. ("Avatar I GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG"). Avatar I GP is the general partner of Avatar I. SLAA is the managing member of Avatar I GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of AMC Entertainment Holdings, Inc. (the "Issuer") and is a Managing Director of SLG. Each of Avatar I, Avatar I GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. ( 2 )Avatar I GP, as the general partner of Avatar I, SLAA, as the managing member of Avatar I GP, SLAA GP, as the general partner of SLAA, and SLG, as the managing member of SLAA GP, may each be deemed to be the indirect beneficial owner of the securities owned by Avatar I. However, pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Avatar I) disclaims beneficial ownership of the securities held by Avatar I, except to the extent of such Reporting Person's pecuniary interest therein, if any. Not included in this Form 3 is $150 million of Convertible Notes (as defined in footnote 3) held by a third party over which certain of the Reporting Persons have investment control but do not have any pecuniary interest. ( 3 )In accordance with an investment agreement, dated as of September 14, 2018, by and among the Issuer, Avatar I and an affiliate of Avatar I (the "Investment Agreement"), Avatar I is restricted from converting the 2.95% Convertible Senior Notes due 2024 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions. ( 4 )The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms. ( 5 )Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of the Issuer's Class A common stock ("Class A Common Stock") or a combination of cash and shares of Class A Common Stock. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Class A Common Stock by delivering a number of shares of Class A Common Stock at the initial conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 14, 2018, by and between the Issuer and U.S. Bank National Association, as trustee. ( 6 )The initial conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $20.50 per share of Class A Common Stock, as reduced by the amount of the special dividend of $1.55 per share declared by the Issuer in connection with the transactions contemplated by the Investment Agreement. ( 7 )Avatar I owns $450 million principal amount of Convertible Notes. See footnote 2.

Remarks: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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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