X0306 4 2020-07-31 0 0001411579 AMC ENTERTAINMENT HOLDINGS, INC. AMC 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001722977 SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001722976 Silver Lake Alpine Associates, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790765 SL Alpine Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790767 SLA CM GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790764 SLA CM Avatar Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 2.95% Convertible Senior Notes due 2024 18.95 2020-07-31 4 D 0 450000000.00 D Class A Common Stock 23746680 0.00 I Held through SLA CM Avatar Holdings, L.P. 2.95% Convertible Senior Secured Notes due 2026 18.95 2020-07-31 4 A 0 450000000.00 A Class A Common Stock 23746680 450000000.00 I Held through SLA CM Avatar Holdings, L.P. As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes. The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes. These securities are held by SLA CM Avatar. SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. The current conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of 2024 Convertible Notes and 2026 Convertible Notes is equivalent to a conversion price of approximately $18.95 per share of Class A Common Stock. The 2024 Convertible Notes were scheduled to mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms. The 2026 Convertible Notes will be convertible into shares of Class A Common Stock until the original maturity date of the 2024 Convertible Notes, September 15, 2024 and will mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. Upon conversion, the Issuer will deliver, at its election, cash, shares of Class A Common Stock or a combination thereof. This number represents the number of shares of Class A Common Stock issuable upon conversion of the $450 million aggregate principal amount of 2024 Convertible Notes or 2026 Convertible Notes held by SLA CM Avatar if the Issuer elects to settle its conversion obligation solely through delivery of Class A Common Stock at the current conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of 2024 Convertible Notes or 2026 Convertible Notes, as applicable. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Amended and Restated Indenture, dated as of July 31, 2020, by and between the Issuer and U.S. Bank National Association, as trustee, as the same may be amended from time to time. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 2020-08-03 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 2020-08-03 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 2020-08-03 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 2020-08-03 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 2020-08-03 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Avatar Holdings, L.P. 2020-08-03