Statement of Changes in Beneficial Ownership (4)

Date : 11/01/2019 @ 8:46PM
Source : Edgar (US Regulatory)
Stock : AMC Entertainment Holdings Inc (AMC)
Quote : 8.23  0.18 (2.24%) @ 9:50PM
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Statement of Changes in Beneficial Ownership (4)

FORM 4
[X] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

SLA Avatar Holdings I, L.P.
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/YYYY)

10/31/2019
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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

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
2.95% Convertible Senior Notes due 2024 (1)(2) $18.95 (4) 10/31/2019    J (1)(2)       $450000000.00    (5)  (6) Class A Common Stock  23746680 (7) $0.00 (1)(2) $0.00 (1)(2) I  Held through SLA Avatar Holdings I, L.P. (3)

Explanation of Responses:
(1)  The aggregate amount of 2.95% Convertible Senior Notes due 2024 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLA Avatar Holdings I, L.P. ("SLA Avatar") and its general partner, SLA Avatar I GP, L.L.C ("SLA Avatar GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, SLA Avatar made an in-kind distribution of the Convertible Notes it directly held to a new affiliated holding vehicle, SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM Avatar and its general partner, SLA CM GP, L.L.C. and SLA CM GP, L.L.C.'s sole member, SLA Aggregator GP, L.L.C., are separately filing a Form 3 reporting SLA CM Avatar's ownership of the Convertible Notes.
(2)  The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included in this Form 4 is $150 million principal amount of Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest.
(3)  SLA Avatar GP is the general partner of SLA Avatar. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of SLA Avatar GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. is the managing member of SLAA GP.
(4)  The conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of $18.95 per share of Class A Common Stock.
(5)  Pursuant to the terms of an investment agreement, dated as of September 14, 2018, (the "Investment Agreement"), the Convertible Notes became convertible by the holder on September 14, 2019, subject to certain exceptions.
(6)  The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.
(7)  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 $450 million principal amount of 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 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 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.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or was 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SLA Avatar Holdings I, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


SLA Avatar I GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X



Signatures
/s/ Lee Wittlinger, Vice President of SLA Avatar I GP, L.L.C., general partner of SLA Avatar Holdings I, L.P. 11/1/2019
**Signature of Reporting Person Date

/s/ Lee Wittlinger, Vice President of SLA Avatar I GP, L.L.C. 11/1/2019
**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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