Adam M. Aron - Feb 23, 2023 Form 4 Insider Report for AMC ENTERTAINMENT HOLDINGS, INC. (AMC)

Role
CHAIRMAN, CEO & PRESIDENT, Director
Signature
/s/Edwin F Gladbach, Attorney-in-Fact
Stock symbol
AMC
Transactions as of
Feb 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/27/2023, 04:05 PM
Previous filing
Jan 5, 2023
Next filing
Aug 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMC Class A Common Stock Award $0 +175K +15.96% $0.00 1.27M Feb 23, 2023 Direct F1
transaction AMC Class A Common Stock Award $0 +933K +73.35% $0.00 2.21M Feb 23, 2023 Direct F2
transaction AMC Class A Common Stock Tax liability $0 -499K -22.64% $0.00 1.71M Feb 23, 2023 Direct F3, F4

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 AMC AMC Preferred Equity Units Award $0 +175K +12.99% $0.00 1.52M Feb 23, 2023 Class A Common Stock 175K $0.00 Direct F1, F5
transaction AMC AMC Preferred Equity Units Award $0 +933K +61.26% $0.00 2.46M Feb 23, 2023 Class A Common Stock 933K $0.00 Direct F2, F5
transaction AMC AMC Preferred Equity Units Tax liability $0 -499K -20.33% $0.00 1.96M Feb 23, 2023 Class A Common Stock 499K $0.00 Direct F3, F5
transaction AMC Restricted Stock Units Award $0 +484K $0.00 484K Feb 23, 2023 Class A Common Stock 484K $0.00 Direct F6
transaction AMC Restricted Stock Units Award $0 +869K $0.00 869K Feb 23, 2023 AMC Preferred Equity Units 869K $0.00 Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of the Issuer's class A common stock ("Common Shares") and preferred equity units ("APEUs") were issued upon the vesting of certain Performance Stock Units ("PSUs") granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan ("EIP") pursuant to award agreements dated February 28, 2020, March 15, 2021, and March 2, 2022. The PSUs were granted subject to performance and service based vesting conditions. The PSUs vested based upon attainment of performance goals as certified by the Issuer's Compensation Committee of the Board of Directors (the "Committee") and the Reporting Person's continued employment.
F2 Common Shares and APEUs were granted under the EIP by the Committee in lieu of vesting of certain PSUs that failed to achieve performance goals for reasons outside the control of the Issuer or its management.
F3 Common Shares and APEUs otherwise issuable were withheld to satisfy tax obligations arising from the vesting events described in notes 1 and 2 above.
F4 Does not include 1,957,163 outstanding APEUs or Common Shares and APEUs issuable upon future vesting of equity grants, including 979,646 Common Shares and 1,364,986 APEUs issuable based upon continued service and 979,647 Common Shares and 1,364,987 APEUs issuable upon attainment of performance goals at target, which, when combined with the ownership reported above, would represent a total of 8,352,652 equity interests.
F5 Each APEU is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of the Issuer's Series A Convertible Participating Preferred Stock. Each APEU is designed to have the same economic and voting rights as a Common Share and trades on the NYSE under the symbol "APE". Each APEU is automatically convertible into one (1) Common Share upon an approval by the Issuer's stockholders to authorize sufficient additional Common Shares to permit the conversion of the then-outstanding APEUs. The APEUs have no expiration date.
F6 Each restricted stock unit ("RSU") represents the right to receive one (1) Common Share within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment.
F7 Each restricted stock unit ("RSU") represents the right to receive one (1) APEU within 30 days following vesting. The RSUs were granted under the EIP by the Committee and one-third (1/3) of the total grant will vest in each of January 2024, 2025 and 2026, subject to continued employment.