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Form 4 ANSCHUTZ Corp For: Feb 28 Filed by: REGAL ENTERTAINMENT GROUP

February 28, 2018 4:16 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ANSCHUTZ PHILIP F

(Last) (First) (Middle)
555 SEVENTEENTH STREET, SUITE 2400

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGAL ENTERTAINMENT GROUP [ RGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 02/28/2018 D 12,440,000 D (1) 0 I By The Anschutz Corporation (2)
CLASS B COMMON STOCK 02/28/2018 D 23,708,639 D (1) 0 I By The Anschutz Corporation (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 5, 2017, by and among Regal Entertainment Group (the "Company"), Cineworld Group plc (the "Parent"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on December 5, 2017, and by which the Company became a wholly-owned, indirect subsidiary of the Parent on February 28, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of the Company's Class A Common Stock and Class B Common Stock was cancelled and converted into the right to receive $23.00 per share in cash, without interest and subject to deduction for any required withholding tax.
2. Philip F. Anschutz is the sole shareholder of The Anschutz Corporation.
By: /s/ Robert M. Swysgood by Power of Attorney (on behalf of Philip F. Anschutz) 02/28/2018
** Signature of Reporting Person Date
By: /s/ Robert M. Swysgood by Power of Attorney (on behalf of The Anschutz Corporation) 02/28/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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