0001456827-16-000019.txt : 20160212
0001456827-16-000019.hdr.sgml : 20160212
20160211175644
ACCESSION NUMBER: 0001456827-16-000019
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160212
DATE AS OF CHANGE: 20160211
GROUP MEMBERS: CHRISTOPHER P. MITTLEMAN
GROUP MEMBERS: MASTER CONTROL LLC
GROUP MEMBERS: MITTLEMAN INVESTMENT MANAGEMENT, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CARMIKE CINEMAS INC
CENTRAL INDEX KEY: 0000799088
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830]
IRS NUMBER: 581469127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-37737
FILM NUMBER: 161413212
BUSINESS ADDRESS:
STREET 1: 1301 FIRST AVE
CITY: COLUMBUS
STATE: GA
ZIP: 31901
BUSINESS PHONE: 7065763400
MAIL ADDRESS:
STREET 1: P O BOX 391
CITY: COLUMBUS
STATE: GA
ZIP: 31994
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MITTLEMAN BROTHERS, LLC
CENTRAL INDEX KEY: 0001456827
IRS NUMBER: 203761279
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 105 MAXESS ROAD
STREET 2: SUITE 207
CITY: MELVILLE
STATE: NY
ZIP: 11747
BUSINESS PHONE: 516-686-6200
MAIL ADDRESS:
STREET 1: 105 MAXESS ROAD
STREET 2: SUITE 207
CITY: MELVILLE
STATE: NY
ZIP: 11747
FORMER COMPANY:
FORMER CONFORMED NAME: MITTLEMAN BROTHERS LLC
DATE OF NAME CHANGE: 20090223
SC 13G/A
1
ckec1215amend5.txt
AMENDED ANNUAL FILING, HOLDINGS AS OF 12/13/15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Carmike Cinemas, Inc.
(Name of Issuer)
Common Stock, par value $0.03 per share
(Title of Class of Securities)
143436400
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act
of 1934 (Act) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.
SCHEDULE 13G/A
CUSIP No.
143436400
1
Names of Reporting Persons
Mittleman Brothers, LLC
2
Check the appropriate box if a member of a Group
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,798,757
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,798,757
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,757
10
Check box if the aggregate amount in row (9) excludes certain shares [ ]
11
Percent of class represented by amount in row (9)
7.3% *
12
Type of Reporting Person
HC
* Based upon 24,577,932 shares of common stock outstanding
as of October 23, 2015 as disclosed in the Quarterly Report on
Form 10-Q filed by the issuer with the Securities and Exchange
Commission on November 9, 2015.
SCHEDULE 13G/A
CUSIP No.
143436400
1
Names of Reporting Persons
Master Control LLC
2
Check the appropriate box if a member of a Group
(a) [ ]
(b) [ ]
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
1,798,757
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,798,757
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,757
10
Check box if the aggregate amount in row (9) excludes certain shares [ ]
11
Percent of class represented by amount in row (9)
7.3%*
12
Type of Reporting Person
HC
* Based upon 24,577,932 shares of common stock outstanding
as of October 23, 2015 as disclosed in the Quarterly Report on
Form 10-Q filed by the issuer with the Securities and Exchange
Commission on November 9, 2015.
SCHEDULE 13G/A
CUSIP No.
143436400
1
Names of Reporting Persons
Mittleman Investment Management, LLC
2
Check the appropriate box if a member of a Group
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,798,757
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,798,757
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,757
10
Check box if the aggregate amount in row (9) excludes certain shares [ ]
11
Percent of class represented by amount in row (9)
7.3%*
12
Type of Reporting Person
IA
* Based upon 24,577,932 shares of common stock outstanding
as of October 23, 2015 as disclosed in the Quarterly Report on
Form 10-Q filed by the issuer with the Securities and Exchange
Commission on November 9, 2015.
SCHEDULE 13G/A
CUSIP No.
143436400
1
Names of Reporting Persons
Christopher P. Mittleman
2
Check the appropriate box if a member of a Group
(a) [ ]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,798,757
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,798,757
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,798,757
10
Check box if the aggregate amount in row (9) excludes certain shares [ ]
11
Percent of class represented by amount in row (9)
7.3%*
12
Type of Reporting Person
IN
* Based upon 24,577,932 shares of common stock outstanding
as of October 23, 2015 as disclosed in the Quarterly Report on
Form 10-Q filed by the issuer with the Securities and Exchange
Commission on November 9, 2015.
Item 1.
(a) Name of Issuer:
Carmike Cinemas, Inc.
(b) Address of Issuers Principal Executive Offices:
1301 First Avenue
Columbus, Georgia 31901-2109
Item 2.
(a) Name of Person Filing:
Mittleman Brothers, LLC
This statement is jointly filed by and on behalf of each of the Mittleman
Brothers, LLC (Mittleman Brothers), Master Control LLC (Master),
Mittleman Investment Management, LLC (MIM), and Christopher P.
Mittleman, Managing Partner and Chief Investment Officer.
(b) Address of Principal Business Office or, if None, Residence:
The principal business office for each reporting person identified
in Item 2(a) is:
105 Maxess Road, Suite 207
Melville, New York 11747.
(c) Citizenship: See Item 4 on the cover pages attached hereto.
(d) Title and Class of Securities: Common Stock, par value $0.03 per share
(e) CUSIP No.: 143436400
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940;
(e) [X] 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) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 1,798,757
(b) Percent of Class: 7.3%*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,798,757
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,798,757
* Based upon 24,577,932 shares of common stock outstanding
as of October 23, 2015 as disclosed in the Quarterly Report on
Form 10-Q filed by the issuer with the Securities and Exchange
Commission on November 9, 2015.
Mittleman Investment Management, LLC (MIM) provides investment
advice to institutional clients, high-net-worth individuals, and
pooled investment vehicles (Managed Portfolios). As a result of
its role as investment adviser of the Managed Portfolios, MIM
may be deemed to be the beneficial owner of the shares of
the Issuers Common Stock held by such Managed Portfolios.
Mittleman Brothers, LLC (Mittleman Brothers) is the sole
member of Master Control LLC (Master) and Master is the
sole member of MIM. Mittleman Brothers and Master may be
deemed to beneficially own securities owned by MIM.
Mr. Mittleman is the Chief Investment Officer of MIM and
may be deemed to beneficially own securities beneficially
owned by MIM. As a result, Mittleman Brothers and Master
may be deemed to have the power to exercise or to direct the
exercise of such voting and/or dispositive power that MIM
may have with respect to the Issuer's Common Stock held by
the Managed Portfolios. These shares which are the subject
of this report were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing
control of the Issuer. The filing of this statement should not be
construed as an admission that MIM is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934,
the beneficial owner of these shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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 five percent of the class of securities,
check the following [ ].
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
The securities that are subject to this report are owned by and
held for the Managed Portfolios. Any dividends received from
such securities, or the proceeds of any sale of such securities,
are for the benefit of, and are held for the Managed Portfolios.
No one client owns more than 5% of the class of securities
which are the subject of this report.
Item 7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company or control person.
Not applicable.
Item 8. Identification and classification of members of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and 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, other than activities solely in connection with
a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 11, 2016
MITTLEMAN BROTHERS, LLC
By: /s/ Christopher P. Mittleman
Name: Christopher P. Mittleman
Title: Managing Member
MASTER CONTROL LLC
By: /s/ Philip C. Mittleman
Name: Philip C. Mittleman
Title: Managing Partner
MITTLEMAN INVESTMENT MANAGEMENT, LLC
By: /s/ Laura Kate Garner
Name: Laura Kate Garner
Title: Chief Compliance Officer
CHRISTOPHER P. MITTLEMAN
By: /s/ Christopher P. Mittleman
Name: Christopher P. Mittleman
Title: Managing Partner and Chief Investment Officer