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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCDONALD JOHN D
2. Issuer Name and Ticker or Trading Symbol

AMC ENTERTAINMENT HOLDINGS, INC. [ AMC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP
(Last)          (First)          (Middle)

C/O AMC ENTERTAINMENT HOLDINGS INC, ONE AMC WAY, 11500 ASH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2017
(Street)

LEAWOOD, KS 66211
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
CLASS A COMMON STOCK   (1) 1/4/2017     M    39108   A $0   62964.89   D    
CLASS A COMMON STOCK   (2) 1/4/2017     F    12909   D $0   50055.89   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   (1) $0   1/4/2017     C         39108      (1)   (1) CLASS A COMMON STOCK   39108   $0   0   D    

Explanation of Responses:
( 1)  Shares of Class A Common Stock ("Stock") were delivered upon the settlement of the Restricted Stock Units ("RSU") granted to the Reporting Person pursuant to the terms of Restricted Stock Award Agreements dated January 2, 2014. Each RSU had previously vested and was convertible into one share of Stock within 30 days following the third anniversary of grant.
( 2)  Shares of Stock otherwise deliverable were withheld to satisfy the Reporting Person's tax obligations arising from RSU conversion and Stock delivery events described in note 1 above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCDONALD JOHN D
C/O AMC ENTERTAINMENT HOLDINGS INC
ONE AMC WAY, 11500 ASH STREET
LEAWOOD, KS 66211


EVP

Signatures
/s/ Edwin F. Gladbach, Attorney-In-Fact 1/6/2017
** Signature of Reporting Person Date


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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