0001123292-18-000444.txt : 20180228 0001123292-18-000444.hdr.sgml : 20180228 20180228134833 ACCESSION NUMBER: 0001123292-18-000444 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180228 FILED AS OF DATE: 20180228 DATE AS OF CHANGE: 20180228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TYRRELL JACK CENTRAL INDEX KEY: 0001014238 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31315 FILM NUMBER: 18649880 MAIL ADDRESS: STREET 1: PO BOX 1102 CITY: MURFREESBORO STATE: TN ZIP: 37133-1102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL ENTERTAINMENT GROUP CENTRAL INDEX KEY: 0001168696 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 020556934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 E. BLOUNT AVENUE CITY: KNOXVILLE STATE: TN ZIP: 37920 BUSINESS PHONE: 865-922-1123 MAIL ADDRESS: STREET 1: 101 E. BLOUNT AVENUE CITY: KNOXVILLE STATE: TN ZIP: 37920 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-02-28 1 0001168696 REGAL ENTERTAINMENT GROUP RGC 0001014238 TYRRELL JACK JRS PARTNERS 1201 16TH AVENUE SOUTH NASHVILLE TN 37212 1 0 0 0 Class A Common Stock 2018-02-28 4 D 0 10438 23.00 D 0 D Class A Common Stock 2018-02-28 4 D 0 33089 23.00 D 0 I by The Jack Tyrrell Revocable Trust Class A Common Stock 2018-02-28 4 D 0 100000 23.00 D 0 I by JRS Partners GP Class A Common Stock 2018-02-28 4 D 0 136684 23.00 D 0 I by The Sandra F. Tyrrell Revocable Trust Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 5, 2017, by and among Regal Entertainment Group ("Regal"), Cineworld Group plc ("Cineworld"), Crown Intermediate Holdco, Inc. and Crown Merger Sub, Inc., each outstanding share of Regal's Class A and Class B common stock was converted into the right to receive $23.00 per share in cash (the "Merger Consideration"), without interest and subject to any applicable tax withholding, upon the closing of Cineworld's acquisition of Regal on February 28, 2018. In addition, each outstanding unvested share of Regal's restricted stock became fully vested and was canceled at the effective time of the merger and converted into the right to receive the Merger Consideration. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Regal's common stock. The Jack Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of the shares. The reporting person is the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16") or any other purpose. JRS Partners GP ("JRS Partners") is the direct beneficial owner of 100,000 shares. The reporting person is a general partner of JRS Partners and may be deemed to have an indirect pecuniary interest in the Regal Entertainment Group Class A Common Stock (the "Shares") owned by JRS Partners. The reporting person disclaims beneficial ownership of the Shares held by JRS Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. The Sandra F. Tyrrell Revocable Trust (the "Trust") is the direct beneficial owner of 136,684 shares. The reporting person is the spouse of the trustee of the Trust and may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Peter B. Brandow, by Power of Attorney 2018-02-28