Maria VG Woods - Feb 9, 2024 Form 4 Insider Report for National CineMedia, Inc. (NCMI)

Role
EVP, General Counsel
Signature
/s/ Laura Anne Kenwick, as-attorney-in-fact
Stock symbol
NCMI
Transactions as of
Feb 9, 2024
Transactions value $
$0
Form type
4
Date filed
2/13/2024, 05:03 PM
Previous filing
Sep 5, 2023
Next filing
Feb 27, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NCMI Restricted Stock Units Award $0 +517K $0.00 517K Feb 9, 2024 Common Stock 517K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents the right to receive one share of the Issuer's common stock.
F2 One half of this award is time based and vests as follows: (i) 30 percent will vest on December 31, 2024, (ii) 7.5 percent will vest at the end of each quarterly period throughout 2025, and (iii) 10 percent will vest at the end of each quarterly period throughout 2026.
F3 One half of the award is performance based and vests as follows: (i) 50 percent will vest based on the achievement of a total shareholder value metric achievement during the period ending on December 31, 2026 (TSV Achievement), and (ii) 50 percent will vest on the basis of three separate measurement periods for each of 2024, 2025, and 2026 based on the achievement of an unlevered free cash flow per share metric (FCF Achievement). In the event that the TSV Achievement exceeds the FCF Achievement for any of the applicable measurement periods, then the FCF Achievement will be increased to the percentage of the TSV Achievement for that period. Additionally, in the event that the Company achieves the maximum level of TSV Achievement, then all of the restricted stock units under the FCF Achievement will vest.