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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
| 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 | ||||||||
| Employee Stock Option (right to buy) | $ 2.69 | 05/25/2005 | D | 161,097 | (2) | 05/03/2012 | Class A Common Stock | 161,097 | $ 17.5 (3) | 161,098 | D | ||||
| Employee Stock Option (right to buy) | $ 5.38 | 05/25/2005 | D | 43,871 | (2) | 05/03/2012 | Class A Common Stock | 43,871 | $ 14.81 (3) | 43,871 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HALL KURT C C/O REGAL ENTERTAINMENT GROUP 9110 EAST NICHOLS AVENUE, SUITE 200 DENVER, CO 80112 |
Former Co-Chairman and Co-CEO | |||
| Kurt C. Hall | 05/26/2005 | |
| **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) | Pursuant to the terms of the RCI Severance Plan for Equity Compensation (the "Severance Plan") previously disclosed by Regal Entertainment Group on a Form 8-K filed with the SEC on May 17, 2005, the amount per share reported will be paid, subject to Mr. Hall's continued employment with National CineMedia, LLC, in February 2009, four years after the date upon which he acquired the forfeited shares. Under the Severance Plan, in certain circumstances the payment date may be accelerated and in other circumstances his right to all or a portion of the cash payment may be forfeited. |
| (2) | The employee stock option has vested with respect to 80% of the total underlying shares of Class A Common Stock and was scheduled to vest with respect to the remaining 20% of the total underlying shares of Class A Common Stock on March 2, 2006. |
| (3) | Pursuant to the terms of the Severance Plan, the amount per share will be paid, subject to Mr. Hall's continued employment with National CineMedia, LLC, according to the vesting schedule of Mr. Hall's canceled unvested employee stock options. Under the Severance Plan, in certain circumstances the payment date may be accelerated and in other circumstances his right to all or a portion of the cash payment may be forfeited. |