SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Watershed Asset Management, L.L.C.

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2006

3. Issuer Name and Ticker or Trading Symbol
CARMIKE CINEMAS INC [ CKEC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	152,215	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock, par value $0.01 per share	467,100	D⁽¹⁾⁽³⁾⁽⁸⁾
Common Stock, par value $0.01 per share	619,315	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock, par value $0.01 per share	853,185	I	See footnotes⁽¹⁾⁽⁶⁾⁽⁸⁾
Common Stock, par value $0.01 per share	853,185	I	See footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Watershed Asset Management, L.L.C.

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Watershed Capital Partners, L.P.

(Last)

(First)

(Middle)

C/O WATERSHED ASSET MANAGEMENT L.L.C.

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Watershed Capital Institutional Partners, L.P.

(Last)

(First)

(Middle)

C/O WATERSHED ASSET MANAGEMENT L.L.C.

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

WS Partners, L.L.C.

(Last)

(First)

(Middle)

C/O WATERSHED ASSET MANAGEMENT L.L.C.

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

MOORE MERIDEE

(Last)

(First)

(Middle)

C/O WATERSHED ASSET MANAGEMENT L.L.C.

ONE MARITIME PLAZA, SUITE 1525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. The entities and individuals identified in footnotes (2) through (7) of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group.

2. The amount of securities shown in this row is owned directly by Watershed Capital Partners, L.P. ("WCP").

3. The amount of securities shown in this row is owned directly by Watershed Capital Institutional Partners, L.P. ("WCIP", and together with WCP, the "Watershed Partnerships").

4. The amount of securities shown in this row is owned directly by the Watershed Partnerships. WSLLC, as the general partner to each of the Watershed Partnerships, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Watershed Partnerships.

5. WSLLC disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Watershed Partnerships.

6. The amount of securities shown in this row is owned directly by the Watershed Partnerships or by Watershed Capital Partners (Offshore), Ltd., a discretionary account ("Watershed Offshore") managed by WAMLLC. WAMLLC, as the registered investment adviser to the Watershed Partnerships and Watershed Offshore, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Watershed Partnerships and Watershed Offshore. WAMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Act or otherwise.

7. The amount of securities shown in this row is owned directly by the Watershed Partnerships or by Watershed Offshore. Meridee A. Moore, the Senior Managing Member of WSLLC and WAMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Watershed Partnerships and Watershed Offshore as reported in this Form 3. Ms. Moore disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Rule 16a-1(a) under the Act or otherwise.

8. Kevin D. Katari, a managing member of WS Partners, L.L.C. ("WSLLC") and Watershed Asset Management, L.L.C. ("WAMLLC"), two of the reporting persons on this Form 3, is a member of the Issuer's board of directors and has filed a separate Form 3 with respect to the Issuer on or about the date hereof. As a result of Mr. Katari's directorship, the entities and individual identified in footnotes (3) through (8) of this Form 3 may be deemed to be a director by deputization with respect to the Issuer. The filing of this Form 3 shall not be deemed to be an admission by such entities and individual that they are a director by deputization.

	/s/ Meridee A. Moore, on her own behalf and as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (2) through (7) of this Form 3	10/23/2006
	.	10/23/2006
	.	10/23/2006
	.	10/23/2006
	.	10/23/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.