SEC Form SC 13D/A filed by National CineMedia Inc. (Amendment)

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

National CineMedia, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 13, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 12 TO SCHEDULE 13D

This Amendment No. 12 to Schedule 13D (this “Amendment”) relates to Common Stock, par value $0.01 per share (the “Common Stock”), of National CineMedia Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Initial Schedule 13D”) that was originally filed on January 26, 2018 and amended on March 20, 2018, June 4, 2018, September 14, 2018, August 28, 2019, November 27, 2019, March 24,2020, April 1, 2020, April 15, 2020, March 17, 2021, June 3, 2022 and September 9, 2023 (as amended by this Amendment, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used therein but not defined herein shall have the same meanings as in the Schedule 13D.

There has been no change in the number of shares beneficially owned by the Reporting Persons. Due solely to a change in the number of shares of Common Stock outstanding, this Amendment is being filed to amend and supplement Item 5 of the Schedule 13D as set forth below.

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-13 of the cover pages and Item 2 above.

(c) The Reporting Persons did not effect any previously unreported transactions in shares of the Issuer’s Common Stock during the sixty day period prior to the filing of this Schedule 13D.

The percentage calculations herein are based upon the statement in the Issuer's Annual Report on Form 10-K for the year ended December 29, 2022, as filed with the Securities and Exchange Commission on April 13, 2023, that there were 174,056,268 outstanding shares of Common Stock of the Issuer as of April 10, 2023.

(d) Not applicable.

(e) Not applicable.

[Signature page to follow]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.