National CineMedia, Inc. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: National CineMedia, Inc. (NCMI)
CIK: 0001377630
Period of Report: 2021-02-28

Reporting Person: Patterson Julie L. (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-28	Common Stock	D	83	—	Disposed	40929	Direct
2021-03-01	Common Stock	F	535	$4.50	Disposed	40394	Direct
2021-03-02	Common Stock	D	679	—	Disposed	39715	Direct
2021-03-02	Common Stock	D	567	—	Disposed	39148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-28	Restricted Stock Units	$	A	9322	Acquired		Common Stock (9322.0)	Direct

Footnotes

F1: On January 24, 2018, the reporting person received a grant of 1,645 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending March 1, 2021. On February 28, 2021, the Issuer's Board of Directors modified the grant by revising specified performance targets to remove the 2020 portion of the target and actual free cash flow performance and digital revenue from the calculation. Following this modification, the Issuer determined that the performance conditions were 95.0% satisfied and, as a result, a portion of the original grant was forfeited.

F2: Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.

F3: On February 19, 2019, the reporting person received a grant of 1,645 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement period ending February 28, 2022. On March 2, 2021, the Issuer's Board of Directors modified the grant to vest at 58.7% and, as a result, a portion of the original grant was forfeited. The remainder of the February 19, 2019 award will vest on the original vesting date of February 28, 2022 and remains subject to the employee's continued employment with the Issuer.

F4: On January 22, 2020, the reporting person received a grant of 1,700 shares of restricted stock that would vest upon achievement of specified performance targets at the end of a three-year measurement periods ending February 27, 2023. On March 2, 2021, the Issuer's Board of Directors modified the grant and in connection with the modification determined that one-third of the award was related to the Issuer's performance during the 2020 fiscal year and would vest at 0.0% and as a result a portion of the original grant was forfeited.

F5: Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

F6: Represents shares of restricted stock units that will vest in two equal annual installments beginning on February 28, 2022.