12/05/2025 | Press release | Distributed by Public on 12/05/2025 16:16
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (right to buy) | $1.068 | 12/03/2025 | S | 13,400,000(1) | (1) | 03/15/2027 | Class A common stock | 1,340,000 | (1) | 10,008,240 | I | SEE NOTES(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AMC ENTERTAINMENT HOLDINGS, INC. ONE AMC WAY 11500 ASH STREET LEAWOOD, KS 66211 |
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AMERICAN MULTI-CINEMA, INC. ONE AMC WAY 11500 ASH STREET LEAWOOD, KS 66211 |
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| /s/ Edwin F. Gladbach, Senior Vice President, General Counsel & Secretary, AMC Entertainment Holdings, Inc. and American-Multi Cinema, Inc. | 12/05/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | After a period of negotiation, on December 3, 2025, AMC Entertainment Holdings, Inc. ("AMC Holdings") entered into a Stock Purchase Agreement with Sprott Mining (the "Stock Purchase Agreement"), pursuant to which the Reporting Persons (as defined below) sold 2,340,824 shares of common stock of the Issuer (the "Common Stock") to Sprott Mining along with 13,400,000 warrants representing rights to acquire 1,340,000 shares of Common Stock (the "Warrants") and the right, upon vesting of certain restricted stock units ("RSUs"), to receive 11,981 shares of Common Stock for a total purchase price of $24,110,487.20. The Warrants are currently exerciseable. |
| (2) | This statement is being filed by the following reporting persons (collectively, the "Reporting Persons"): AMC Holdings and American Multi-Cinema, Inc. ("AMCI"), which is a wholly owned subsidiary of AMC Holdings and the direct holder of the shares of Common Stock and Warrants. |
| (3) | Each RSU represents a contingent right to receive one share of Common Stock previously awarded to Mr. Sean Goodman, AMC Holdings' executive Vice President and Chief Financial Officer, and AMCI's then director nominee on the Issuer's board of directors. |
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Remarks: Pursuant to the Subscription Agreement, dated as of March 14, 2022 and as thereafter amended, among the Issuer and AMCI, AMCI designated Mr. Sean Goodman for election to the Issuer's board of directors, as result of which each of the Reporting Persons may have been deemed a "director-by-deputization" of the Issuer. Following the sale of securities by the Reporting Persons that are being reported on this Form 4, AMCI no longer has the right to designate a director to the Issuer's board of directors and the Reporting Persons are no longer deemed to have director-by-deputization status with respect to the Issuer. |
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