National CineMedia, Inc. 10-Q

Item 5. Other Information On November 6, 2023, National CineMedia, Inc. (the “Company”) filed a Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock (the “Certificate of Elimination”) with the Delaware Secretary of State with respect to 5,000,000 authorized shares of Series A Non-Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The Series A Preferred Stock had been designated pursuant to the Certificate of Designation of Series A Non-Convertible Preferred Stock filed with the Delaware Secretary of State on June 27, 2023. As of the date of the filing of the Certificate of Elimination, no shares of Series A Preferred Stock were outstanding. Upon filing the Certificate of Elimination, the 5,000,000 shares of Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series or rights, preferences, privileges or limitations. The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference. 53 Item 6. Exhibits Exhibit Reference Description 2.1 (1) Confirmation Order, dated July 27, 2023 3.1 * Second Amended and Restated Certificate of Incorporation, as amended. 3.2 (2) Certificate of Designation Series B Preferred Stock. 3.3 * Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock of National CineMedia, Inc. 10.1 (3) Loan, Security and Guarantee Agreement dated as of August 7, 2023, by and among National CineMedia, LLC, the certain financial institution party thereto as Lenders, and CIT Northbridge Credit LLC as Agent, Sole Lead Arranger and Sole Bookrunner . 10.2 (4) Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC. 10.3 (5) Director Designation Agreement. 31.1 * Rule 13a-14(a) Certification of Chief Executive Officer. 31.2 * Rule 13a-14(a) Certification of Chief Financial Officer. 32.1 ** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. 32.2 ** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _________________________________ * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to Exhibit 2.1 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on June 27, 2023. (2) Incorporated by reference to Exhibit 3.1 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on August 7, 2023. (3) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on August 7, 2023. (4) Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on August 7, 2023. (5) Incorporated by reference to Exhibit 10.3 from the Registrant’s Current Report on Form 8-K (File No. 001-33296) filed on August 7, 2023. 54 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL CINEMEDIA, INC. (Registrant) Date: November 7, 2023 /s/ Thomas F. Lesinski Thomas F. Lesinski Chief Executive Officer and Director (Principal Executive Officer) Date: November 7, 2023 /s/ Ronnie Y. Ng Ronnie Y. Ng Chief Financial Officer (Principal Financial and Accounting Officer) 55