|
National
Cinemedia, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
|
(Title
of Class of Securities)
|
|
635309107
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
Date
of Event Which Requires Filing of the
Statement
|
|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
NO. 635309107
|
13G
|
Page 2 of 13
Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Advisors LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%1
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IA;2 OO;
HC
|
||
|
1
|
The
percentages reported in this Schedule 13G/A are based upon 42,119,947
shares of Common Stock outstanding as of November 3, 2009 (according to
the Form 10-Q filed by the issuer on November 5,
2009).
|
|
2
|
Citadel
Advisors LLC became a registered investment adviser effective as of
January 8, 2010.
|
|
CUSIP
NO. 635309107
|
13G
|
Page
3 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings II LP
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
4 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Trading Ltd.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
5 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
6 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Securities LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
BD;
OO
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
7 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings I LP
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
8 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group II, L.L.C.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
9 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
1,236,061
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
||
|
CUSIP
NO. 635309107
|
13G
|
Page
10 of 13 Pages
|
|
Item
1(a)
|
Name
of Issuer
|
|
|
National
Cinemedia, Inc.
|
|
Item
1(b)
|
Address
of Issuer's Principal Executive
Offices
|
|
|
9110
East Nichols Avenue, Suite 200, Centennial, Colorado
80112-3405
|
|
Item
2(a)
|
Name
of Person Filing
|
|
|
This
Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel
Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Derivatives Trading
Ltd. (“CDT”), Citadel Equity Fund Ltd. (“CEF”), Citadel Securities LLC
(“Citadel Securities”), Citadel Holdings I LP (“CH-I”), Citadel Investment
Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with
Citadel Advisors, CH-II, CDT, CEF, Citadel Securities, CH-I and CIG-II,
the “Reporting Persons”) with respect to shares of Common Stock of the
above-named issuer (and/or options to purchase such shares) owned by CDT,
Citadel Global Equity Master Fund Ltd., a Cayman Islands limited company
(“CG”), Citadel Securities and certain segregated
accounts.
|
| Citadel Advisors is the investment manager for CEF, CG and certain segregated accounts, and the portfolio manager for CDT. CH-II is the managing member of Citadel Advisors. CH-I is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II. | |
| Item 2(b) | Address of Principal Business Office |
| The address of the principal business office of each of the Reporting Persons is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
|
Item
2(c)
|
Citizenship
|
|
|
Each
of Citadel Advisors, Citadel Securities and CIG-II is organized as a
limited liability company under the laws of the State of
Delaware. Each of CH-II and CH-I is organized as a limited
partnership under the laws of the State of Delaware. Each of
CDT and CEF is organized as a limited company under the laws of the Cayman
Islands. Mr. Griffin is a U.S.
citizen.
|
|
Item
2(d)
|
Title
of Class of Securities
|
|
|
Common
Stock, par value $0.01
|
|
Item
2(e)
|
CUSIP
Number
|
|
|
635309107
|
|
Item
3
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
|
(a)
|
[__]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
|
(b)
|
[__]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
|
CUSIP
NO. 635309107
|
13G
|
Page
11 of 13 Pages
|
|
|
(c)
|
[__]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
|
(d)
|
[__]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
|
|
(e)
|
[__]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[__]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[__]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[__]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
|
(i)
|
[__]
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
|
|
|
(j)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4
|
Ownership
|
|
|
(a)
|
The
Reporting Persons may be deemed to beneficially own 1,236,061 shares of
Common Stock.
|
|
|
(b)
|
The
number of shares the Reporting Persons may be deemed to beneficially own
constitutes approximately 2.9% of the Common Stock
outstanding.
|
|
|
(c)
|
Number
of shares as to which such person Reporting Persons
have:
|
|
|
(i)
|
sole
power to vote or to direct the
vote: 0
|
|
|
(ii)
|
shared
power to vote or to direct the
vote: 1,236,061
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of: 1,236,061
|
|
Item
5
|
Ownership
of Five Percent or Less of a Class
|
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following x.
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
|
|
Not
Applicable
|
|
CUSIP
NO. 635309107
|
13G
|
Page
12 of 13 Pages
|
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding
Company
|
|
|
See
Item 2 above
|
|
Item
8
|
Identification
and Classification of Members of the
Group
|
|
|
Not
Applicable
|
|
Item
9
|
Notice
of Dissolution of Group
|
|
|
Not
Applicable
|
|
Item
10
|
Certification
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
|
CUSIP
NO. 635309107
|
13G
|
Page
13 of 13 Pages
|
|
CITADEL
ADVISORS LLC
|
CITADEL
HOLDINGS II LP
|
||||
|
By:
|
Citadel
Holdings II LP,
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
||
|
its
Managing Member
|
its
General Partner
|
||||
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
By:
|
/s/ John C. Nagel
|
||
|
its
General Partner
|
John
C. Nagel, Authorized Signatory
|
||||
|
By:
|
/s/ John C. Nagel
|
||||
|
John
C. Nagel, Authorized Signatory
|
|||||
|
CITADEL
DERIVATIVES TRADING LTD.
|
CITADEL
EQUITY FUND LTD.
|
||||
|
|
|
||||
|
By:
|
Citadel
Advisors LLC,
|
By:
|
Citadel
Advisors LLC,
|
||
|
its
Portfolio Manager
|
its
Investment Manager
|
||||
|
|
|
||||
|
By:
|
Citadel
Holdings II LP,
|
By:
|
Citadel
Holdings II LP,
|
||
|
its
Managing Member
|
its
Managing Member
|
||||
|
|
|
||||
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
||
|
its
General Partner
|
its
General Partner
|
||||
|
|
|
||||
|
By:
|
/s/ John C. Nagel
|
By:
|
/s/ John C. Nagel
|
||
|
John
C. Nagel, Authorized Signatory
|
John
C. Nagel, Authorized Signatory
|
||||
|
CITADEL
SECURITIES LLC
|
CITADEL
HOLDINGS I LP
|
||||
|
By:
|
Citadel
Holdings I LP
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
||
|
its
Non-Member Manager
|
its
General Partner
|
||||
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
By:
|
/s/ John C. Nagel
|
||
|
its
General Partner
|
John
C. Nagel, Authorized Signatory
|
||||
|
By:
|
/s/ John C. Nagel
|
||||
|
John
C. Nagel, Authorized Signatory
|
|||||
|
CITADEL
INVESTMENT GROUP II, L.L.C.
|
KENNETH
GRIFFIN
|
||||
|
By:
|
/s/ John C. Nagel
|
By:
|
/s/ John C. Nagel
|
||
|
John
C. Nagel, Authorized Signatory
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John
C. Nagel, attorney-in-fact*
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*
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John
C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by
reference herein. The power of attorney was filed as an attachment to a
filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel
Group
Co.
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