Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
REGAL CINEMAS INC
  2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [NCMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
7132 REGAL LANE
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2013
(Street)

KNOXVILLE, TN 37918
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 09/09/2013   C(1)(2)   2,300,000 A $ 0 2,300,000 D  
Common Stock 09/09/2013   S   2,300,000 D $ 17.79 0 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of National CineMedia, LLC $ 0 09/09/2013   C(2)     2,300,000   (1)   (1) Common Stock of National CineMedia, Inc. 2,300,000 $ 0 22,032,152 I By Reporting Entities (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REGAL CINEMAS INC
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
REGAL ENTERTAINMENT GROUP
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
Regal Entertainment Holdings, Inc.
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
REGAL CINEMAS CORP
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
Regal CineMedia Holdings, LLC
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
Regal CineMedia CORP
7132 REGAL LANE
KNOXVILLE, TN 37918
  X   X    
ANSCHUTZ CO
555 17TH STREET, SUITE 2400
DENVER, CO 80202
    X    
ANSCHUTZ PHILIP F
555 17TH STREET, SUITE 2400
DENVER, CO 80202
    X    

Signatures

 /s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Cinemas, Inc.)   09/10/2013
**Signature of Reporting Person Date

 /s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Group)   09/10/2013
**Signature of Reporting Person Date

 /s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Holdings, Inc.)   09/10/2013
**Signature of Reporting Person Date

 /s/ Peter B. Brandow, Executive Vice Pesident, General Counsel and Secretary (Regal Cinemas Corporation)   09/10/2013
**Signature of Reporting Person Date

 /s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Holdings, LLC)   09/10/2013
**Signature of Reporting Person Date

 /s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Corporation)   09/10/2013
**Signature of Reporting Person Date

 /s/ Robert M. Swysgood by Power of Attorney (on behalf of Anschutz Company)   09/10/2013
**Signature of Reporting Person Date

 /s/ Robert M. Swysgood, by Power of Attorney (on behalf of Philip F. Anschutz)   09/10/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.
(2) The Common Units were redeemed by Regal Cinemas, Inc. and converted into a like number of shares of Common Stock of National CineMedia, Inc.
(3) 579,360 of the reported securities are owned directly by Regal Cinemas, Inc. and 21,452,792 of the reported securities are owned directly by Regal CineMedia Holdings, LLC. All of the reported securities are owned indirectly by Regal Cinemas, Inc., (other than the shares it owns directly), Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Anschutz Company, and Philip F. Anschutz Company, and Philip F. Anschutz. Anschutz Company and Philip F. Anschutz disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

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