UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

AMC Entertainment Holdings, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)
 
00165C104
(CUSIP Number)

January 12, 2018
(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)
  ☒
Rule 13d-1(c)
  ☐
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s 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).
 
CUSIP No. 00165C104
 
1
NAMES OF REPORTING PERSONS
 
 
Monterey Capital III S.à r.l.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP No. 00165C104
 
1
NAMES OF REPORTING PERSONS
 
 
Terra Firma Holdings Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Guernsey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP No. 00165C104
 
1
NAMES OF REPORTING PERSONS
 
 
Guy Hands
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    
(a)☒
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Kingdom
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
Item 1.

 
(a)
Name of Issuer:
   
AMC Entertainment Holdings, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices:
   
One AMC Way, 11500 Ash Street, Leawood, KS 66211

Item 2.

 
(a)
 Name of Persons Filing:
     
 
 
This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) is being jointly filed by Monterey Capital III S.à r.l. (“MCIII”), Terra Firma Holdings Limited (“TFHL”) and Guy Hands (each a “Reporting Person” and, collectively, the “Reporting Persons”), and amends the Schedule 13G (the “Original Schedule 13G”) filed with the Securities and Exchange Commission (the “SEC”) on December 7, 2016.
     
 
(b)
Address of Principal Business Office or, if none, Residence:
     
   
For MCIII:
1-3 Boulevard de la Foire
L-1528 Luxembourg
     
   
For TFHL and Guy Hands:
Old Bank Chambers, La Grande Rue
St Martin’s, Guernsey
GY4 6RT
 
(c)
Citizenship:
   
MCIII is organized under the laws of Luxembourg. TFHL is organized under the laws of Guernsey. Guy Hands is a citizen of the United Kingdom.
 
(d)
Title of Class of Securities:
   
Class A Common Stock (the “Common Shares”)
 
(e)
CUSIP Number:
   
00165C104

Item 3.
If this statement is filed pursuant to §§ 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 (15 U.S.C. 78o);
       
 
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
 
(e)
☐
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
☐
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
☐
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
☐
A savings association 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 (15 U.S.C. 80a-3);
 
 
(j)
☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
       
 
(k)
☐
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.

 
(a)
Amount beneficially owned: 0
This is Amendment No. 1 is being filed as an exit filing with respect to each Reporting Person listed in Item 2(a). As of January 12, 2018, the Reporting Persons no longer beneficially own any of the Common Shares.
     
 
(b)
Percent of class: 0%
     
 
(c)
Number of shares as to which the person has:
     
   
(i)
Sole power to vote or to direct the vote
0
   
(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
0

Item 5.
Ownership of Five Percent or Less of a Class.

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 5 percent of the class of securities, check the following ☒.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Item 4(a).

Item 8.
Identification and Classification of Members of the Group.

See Item 4(a).

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 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 §240.14a-11.
 
Exhibits

1:
Joint Filing Agreement, previously filed as Exhibit 1 to the Original Schedule 13G on December 7, 2016.
 
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: January 16, 2018

 
MONTEREY CAPITAL III S.À R.L.
   
 
By:  
/s/ Gérard Maîtrejean
  
   
Name:  
Gérard Maîtrejean  
   
Title:
 Director  
       
 
TERRA FIRMA HOLDINGS LIMITED
       
 
By: 
/s/ Frederic Michel Hervouet
  
   
Name:
 Frederic Michel Hervouet  
   
Title:
 Director  
       
 
GUY HANDS
       
 
/s/ Guy Hands