[SCHEDULE 13D/A] National CineMedia, Inc. SEC Filing

Rhea-AI Filing Summary

Blantyre group disclosures show an aggregate 29.0% stake in National CineMedia, Inc. (NCMI), totaling 27,144,639 shares based on 93,710,120 outstanding shares as of July 31, 2025. The filing amends Item 4 to report a board change: Nathan "Tripp" Lane, previously designated under a Director Designation Agreement, has resigned and Blantyre has designated Simon Mullaly to replace him, expected to join the Board upon effectiveness of Lane's resignation. The Reporting Persons state they will continue to review their investment and may communicate with management, other shareholders or acquire or dispose of shares, and they reported no transactions in the past 60 days.

Positive

• Material ownership: Reporting Persons beneficially own 27,144,639 shares, equal to 29.0% of outstanding common stock.
• Board representation secured: Blantyre designated Simon Mullaly to replace Nathan Lane, confirming direct influence on governance.

Negative

• Potential for future share transactions: Reporting Persons reserve the right to acquire or dispose of shares, introducing ownership and voting uncertainty.
• Concentrated voting power: Shared voting/dispositive power over 29.0% of the class could pressure management or trigger contested actions.

Insights

Financial Analyst

TL;DR: Blantyre and affiliated entities hold a material 29.0% position in NCMI and have placed a new director, creating meaningful influence over strategy.

The aggregate 27,144,639-share holding represents a near-controlling minority stake at 29.0% of outstanding common stock, which can materially affect governance and strategic outcomes. The designation of Simon Mullaly to the Board under the existing Designation Agreement formalizes Blantyre's board influence. The statement that Reporting Persons may acquire or dispose of shares and will engage with management signals ongoing active monitoring and potential future portfolio moves that could affect liquidity and corporate decisions. No transactions were reported in the prior 60 days.

Corporate Governance Expert

TL;DR: Board composition change confirms Blantyre's exercised governance rights; this is material to NCMI's board dynamics and oversight.

Blantyre's designation rights under the Director Designation Agreement led to the replacement of a director with Simon Mullaly, reinforcing the Reporting Persons' governance role. Holding 29.0% of the class and centralized shared voting/dispositive power implies significant collective influence over board decisions and shareholder matters. The filing's explicit reservation of rights to transact and to engage with management and other shareholders indicates continuing active involvement in governance and strategy execution.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

National CineMedia, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

635309206

(CUSIP Number)

Kara Bingham Regan
2nd Floor East, Carrington House, 123-130 Regent Street
London, X0, SW1Y 6LX
(44) (20) 7534 0450

Frank G. Zarb
Proskauer Rose, LLP, 1001 Pennsylvania Ave. NW, Suite 600 S
Washington, DC, 20004
(202) 416-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Mubashir Mukadam

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 27,144,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 27,144,639.00

11

Aggregate amount beneficially owned by each reporting person

27,144,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Mulanje II GP Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,333,751.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,333,751.00

11

Aggregate amount beneficially owned by each reporting person

4,333,751.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Fund II (GP) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,354,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,354,550.00

11

Aggregate amount beneficially owned by each reporting person

10,354,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Fund III (GP) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,309,962.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,309,962.00

11

Aggregate amount beneficially owned by each reporting person

4,309,962.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 27,144,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 27,144,639.00

11

Aggregate amount beneficially owned by each reporting person

27,144,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Mulanje II DAC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,333,751.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,333,751.00

11

Aggregate amount beneficially owned by each reporting person

4,333,751.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

BSSF II Ireland DAC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,354,550.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,354,550.00

11

Aggregate amount beneficially owned by each reporting person

10,354,550.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

BSSF III DAC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,309,962.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,309,962.00

11

Aggregate amount beneficially owned by each reporting person

4,309,962.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Mulanje III GP Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,146,376.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,146,376.00

11

Aggregate amount beneficially owned by each reporting person

8,146,376.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 635309206

1

Name of reporting person

Blantyre Capital ICAV

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,146,376.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,146,376.00

11

Aggregate amount beneficially owned by each reporting person

8,146,376.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: National CineMedia, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6300 S. Syracuse Way, Suite 300, Centennial, COLORADO , 80111.
Item 4.	Purpose of Transaction
	Item 4 is amended and supplemented as follows: On May 22, 2024, the Board elected Nathan "Tripp" Lane as a member of the Board. Mr. Lane had been appointed in accordance with the Director Designation Agreement dated August 7, 2023 (the "Designation Agreement"), by and among the Company, the Consenting Creditor Designation Committee (as defined in the Designation Agreement) and Blantyre Capital Limited. Mr. Lane has informed the Company and the Reporting Persons that he has decided to resign as a director and member of the Board, and Blantyre has designated Simon Mullaly, who serves as a Partner with Blantyre, to replace Mr. Lane on the Board pursuant to Blantyre's rights under the Designation Agreement. The Reporting Persons anticipate that Mr. Mullaly will join the Board immediately following the effectiveness of Mr. Lane's resignation. The Reporting Persons intend to review on a continuing basis their investments in the Company. They currently intend to communicate with the Board, including with Mr. Mullaly, members of management and/or potentially other shareholders or other relevant parties with respect to operational, strategic, financial or governance matters. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Company, dispose of some or all of the shares of Common Stock or other securities of the Company that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(c) is amended and supplemented as follows: The Reporting Persons beneficially own an aggregate of 27,144,639 shares of the Issuer's Common Stock which constitutes 29.0% of the class outstanding. The percentage calculation assumes that there are currently 93,710,120 outstanding shares of Common Stock of the Issuer as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Securities and Exchange Commission on August 5, 2025.
(c)	None of the Reporting Persons, and to the best of the knowledge of the Reporting Persons, any Scheduled Persons, has engaged in any transactions involving Common Stock during the past sixty days.

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.

Mubashir Mukadam

Signature:	/s/ Mubashir Mukadam
Name/Title:	Mubashir Mukadam
Date:	09/29/2025

Blantyre Mulanje II GP Limited

Signature:	/s/ Russell Burt
Name/Title:	Russell Burt, Director
Date:	09/29/2025

Blantyre Fund II (GP) Limited

Signature:	/s/ Russell Burt
Name/Title:	Russell Burt, Director
Date:	09/29/2025

Blantyre Fund III (GP) Limited

Signature:	/s/ Russell Burt
Name/Title:	By: Russell Burt, Director
Date:	09/29/2025

Blantyre Capital Limited

Signature:	/s/ Mubashir Mukadam
Name/Title:	Mubashir Mukadam, Director
Date:	09/29/2025

Blantyre Mulanje II DAC

Signature:	/s/ Mubashir Mukadam
Name/Title:	By Blantyre Capital Limited, as Investment Advisor, By Mubashir Mukadam, Director
Date:	09/29/2025

BSSF II Ireland DAC

Signature:	/s/ Mubashir Mukadam
Name/Title:	By Blantyre Capital Limited, as Investment Advisor, By Mubashir Mukadam, Director
Date:	09/29/2025

BSSF III DAC

Signature:	/s/ Mubashir Mukadam
Name/Title:	By Blantyre Capital Limited, as Investment Advisor, By Mubashir Mukadam, Director
Date:	09/29/2025

Blantyre Mulanje III GP Limited

Signature:	/s/ Russell Burt
Name/Title:	Russell Burt, Director
Date:	09/29/2025

Blantyre Capital ICAV

Signature:	/s/ Mubashir Mukadam
Name/Title:	By Blantyre Capital Limited, as Investment Advisor, By Mubashir Mukadam, Director
Date:	09/29/2025

FAQ

How many NCMI shares do the Reporting Persons beneficially own?

The Reporting Persons beneficially own 27,144,639 shares, representing 29.0% of NCMI's common stock based on 93,710,120 outstanding shares.

Who has been designated to the NCMI Board by Blantyre?

Blantyre has designated Simon Mullaly to replace Nathan "Tripp" Lane on the Board, effective upon Lane's resignation.

Did the Reporting Persons trade NCMI stock in the past 60 days?

No. The filing states none of the Reporting Persons engaged in transactions involving Common Stock during the past sixty days.

What rights do the Reporting Persons reserve regarding their NCMI investment?

They reserve the right to acquire or dispose of shares in open market or private transactions, including block sales or Rule 10b5-1 programs.

On what outstanding share count is the 29.0% calculated?

The percentage is calculated using 93,710,120 outstanding shares reported by the Issuer as of July 31, 2025.