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