FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * REGAL CINEMAS INC   2. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [NCMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7132 REGAL LANE 3. Date of Earliest Transaction (Month/Day/Year) 09/09/2013 (Street) KNOXVILLE, TN 37918 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/09/2013   C(1)(2)   2,300,000 A $ 0 2,300,000 D   Common Stock 09/09/2013   S   2,300,000 D $ 17.79 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units of National CineMedia, LLC

$ 0

09/09/2013

C(2)

2,300,000

(1)

(1)

Common Stock of National CineMedia, Inc.

2,300,000

$ 0

22,032,152

I

By Reporting Entities (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REGAL CINEMAS INC 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
REGAL ENTERTAINMENT GROUP 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
Regal Entertainment Holdings, Inc. 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
REGAL CINEMAS CORP 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
Regal CineMedia Holdings, LLC 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
Regal CineMedia CORP 7132 REGAL LANE KNOXVILLE, TN 37918	X	X
ANSCHUTZ CO 555 17TH STREET, SUITE 2400 DENVER, CO 80202		X
ANSCHUTZ PHILIP F 555 17TH STREET, SUITE 2400 DENVER, CO 80202		X

Signatures

/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Cinemas, Inc.)		09/10/2013
**Signature of Reporting Person		Date
/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Group)		09/10/2013
**Signature of Reporting Person		Date
/s/ Peter B. Brandow, Executive Vice President, General Counsel and Secretary (Regal Entertainment Holdings, Inc.)		09/10/2013
**Signature of Reporting Person		Date
/s/ Peter B. Brandow, Executive Vice Pesident, General Counsel and Secretary (Regal Cinemas Corporation)		09/10/2013
**Signature of Reporting Person		Date
/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Holdings, LLC)		09/10/2013
**Signature of Reporting Person		Date
/s/ Peter B. Brandow, Vice President and Secretary (Regal CineMedia Corporation)		09/10/2013
**Signature of Reporting Person		Date
/s/ Robert M. Swysgood by Power of Attorney (on behalf of Anschutz Company)		09/10/2013
**Signature of Reporting Person		Date
/s/ Robert M. Swysgood, by Power of Attorney (on behalf of Philip F. Anschutz)		09/10/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Common Units of National CineMedia, LLC ("Common Units") may be converted at any time into shares of Common Stock of National CineMedia, Inc. on a one-for-one basis, and have no expiration.
(2)	The Common Units were redeemed by Regal Cinemas, Inc. and converted into a like number of shares of Common Stock of National CineMedia, Inc.
(3)	579,360 of the reported securities are owned directly by Regal Cinemas, Inc. and 21,452,792 of the reported securities are owned directly by Regal CineMedia Holdings, LLC. All of the reported securities are owned indirectly by Regal Cinemas, Inc., (other than the shares it owns directly), Regal Entertainment Group, Regal Entertainment Holdings, Inc., Regal Cinemas Corporation, Anschutz Company, and Philip F. Anschutz Company, and Philip F. Anschutz. Anschutz Company and Philip F. Anschutz disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

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