FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
REGAL ENTERTAINMENT GROUP [ RGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year)
12/01/2004 |
||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Class A Common Stock | 12/01/2004 | M ( 1 ) | 13,934 | A | $2.69 | 108,324 | D | |||
Class A Common Stock | 12/01/2004 | M ( 1 ) | 11,066 | A | $5.38 | 119,390 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 8,000 | D | $20.76 | 111,390 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 5,750 | D | $20.75 | 105,640 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 3,000 | D | $20.77 | 102,640 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 1,000 | D | $20.82 | 101,640 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 500 | D | $20.8 | 101,140 | D | |||
Class A Common Stock | 12/01/2004 | S ( 1 ) | 500 | D | $20.83 | 100,640 | D |
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 Securities Underlying Derivative Security (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: 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 | ||||||||
Employee Stock Option (right to buy) | $2.69 | 12/01/2004 | M ( 1 ) | 13,934 | ( 2 ) | 05/03/2012 | Class A Common Stock | 13,934 | $0 | 322,195 | D | ||||
Employee Stock Option (right to buy) | $5.38 ( 3 ) | 12/01/2004 | M ( 1 ) | 11,066 | ( 2 ) | 05/31/2012 | Class A Common Stock | 11,066 | $0 | 120,549 ( 3 ) | D |
Explanation of Responses: |
1. The exercises and sales reported on this Form 4 were effected pursuant to a preexisting Rule 10b5-1 plan adopted by the reporting person on December 1, 2003. |
2. The stock option has vested with respect to 60% of the total underlying shares and vests with respect to an additional 20% of the total underlying shares in equal installments on March 2 of each year until fully vested on March 2, 2006. |
3. On June 2, 2004, Regal Entertainment Group paid an extraordinary cash dividend of $5.00 per share on each outstanding share of its Class A and Class B common stock to all stockholders of record as of May 21, 2004. Pursuant to the antidilution provisions of Regal Entertainment Group's 2002 Stock Incentive Plan, the exercise price and the number of shares of Class A common stock subject to outstanding options granted under such plan were adjusted to restore the economic position to that existing immediately before the extraordinary cash dividend. The exercise price and the number of derivative securities beneficially owned following the reported transaction are reported herein after giving effect to such adjustments, which adjustments reduced the reporting person's stock option exercise price from approximately $6.97 and increased the number of shares underlying the stock option prior to the reported transactions from approximately 101,589 to approximately 131,615. |
Remarks: |
Peter B. Brandow, by power of attorney | 12/03/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |