Other Information
−Removed: On November 6, 2023, National CineMedia, Inc.
−Removed: (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”).
−Removed: 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.
−Removed: As of the date of the filing of the Certificate of Elimination, no shares of Series A Preferred Stock were outstanding.
−Removed: 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.
−Removed: 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.
Exhibit Reference Description
−Removed: 2.1 (1) Confirmation Order, dated July 27, 2023
−Removed: 3.1 * Second Amended and Restated Certificate of Incorporation, as amended.
−Removed: 3.2 (2) Certificate of Designation Series B Preferred Stock.
−Removed: 3.3 * Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock of National CineMedia, Inc.
−Removed: 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 .
−Removed: 10.2 (4) Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC.
−Removed: 10.3 (5) Director Designation Agreement.
+Added: 3.1 (1) The Bylaws, as amended February 2, 2024
+Added: 10.1 (2) Sixth Amendment to National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007
+Added: 10.2 (3) Form of Restricted Stock Unit Agreement (Time Based) - Emergence Grants
+Added: 10.3 (4) Form of Restricted Stock Unit Agreement (Performance Based) - Emergence Grants
31.1 * Rule 13a-14(a) Certification of Chief Executive Officer.
13 unchanged sentences
** Furnished herewith.
−Removed: (1) Incorporated by reference to Exhibit 2.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on June 27, 2023.
−Removed: (2) Incorporated by reference to Exhibit 3.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on August 7, 2023.
+Added: (1) Incorporated by reference to Exhibit 3.1 from the Registrant’s Annual Report on Form 10-K (File No.
+Added: 001-33296) filed on March 18, 2024.
(2) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on August 7, 2023.
+Added: 001-33296) filed on March 18, 2024.
(3) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on August 7, 2023.
+Added: 001-33296) filed on February 2, 2024.
(4) Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on August 7, 2023.
+Added: 001-33296) filed on February 2, 2024.
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.
−Removed: November 7, 2023 /s/ Thomas F.
+Added: May 6, 2024 /s/ Thomas F.
Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: November 7, 2023 /s/ Ronnie Y.
+Added: May 6, 2024 /s/ Ronnie Y.
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.