Initial Statement of Beneficial Ownership (3)

Date : 11/01/2019 @ 8:47PM
Source : Edgar (US Regulatory)
Stock : AMC Entertainment Holdings Inc (AMC)
Quote : 8.23  0.18 (2.24%) @ 9:50PM
AMC Entertainment share price Chart
After Hours
Last Trade
Last $ 8.20 ▼ -0.03 (-0.36%)

Initial Statement of Beneficial Ownership (3)

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
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 CM Avatar Holdings, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/31/2019 

3. Issuer Name and Ticker or Trading Symbol

AMC ENTERTAINMENT HOLDINGS, INC. [AMC]

(Last)        (First)        (Middle)

C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)

(Street)

MENLO PARK, CA 94025      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
2.95% Convertible Senior Notes due 2024 (1)(2) (4) (5)Class A Common Stock 23746680 (6)$18.95 (7)I Held through SLA CM Avatar Holdings, 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 3 is filed by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") 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").
(2) In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLA Avatar Holdings I, L.P., made an in-kind distribution of Convertible Notes to SLA CM Avatar. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included in this Form 3 is $150 million 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 CM GP is the general partner of SLA CM Avatar. SLA CM LLC is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("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 SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
(4) 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.
(5) The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.
(6) 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.
(7) 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.

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 the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, 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
Director10% OwnerOfficerOther
SLA CM Avatar Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X


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


SL Alpine Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X



Signatures
/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Avatar Holdings, L.P.11/1/2019
**Signature of Reporting PersonDate

/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C.11/1/2019
**Signature of Reporting PersonDate

/s/ Andrew J. Schader, Managing Director and General Counsel 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 SL Alpine Aggregator GP, L.L.C.11/1/2019
**Signature of Reporting PersonDate

AMC Entertainment (NYSE:AMC)
Historical Stock Chart

1 Year : From Dec 2018 to Dec 2019

Click Here for more AMC Entertainment Charts.

AMC Entertainment (NYSE:AMC)
Intraday Stock Chart

Today : Monday 9 December 2019

Click Here for more AMC Entertainment Charts.

Latest AMC Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts
Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:us D:20191210 00:40:36