|        |
|--------|
|        |
|   |

|        |
|--------|
|        |  |
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

|        |
|--------|
|        |  |
|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |
| Delaware                                                      |   | 20-5665602 |
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                          |   |   |
| 6300 S. Syracuse Way, Suite 300                               |   |   |
| Centennial, Colorado                                          |   | 80111 |
| (Address of principal executive offices)                      |   | (Zip Code) |

|                                         |
|-----------------------------------------|
|                                         |  |  |
| Title of each class                     |  Trading symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |  NCMI | The Nasdaq Stock Market LLC |

|                         |
|-------------------------|
|                         |  |  |  |
| Large accelerated filer |  ̈ | Smaller reporting company |  ̈ |
| Non-accelerated filer   |  ̈  | Emerging growth company |  ̈ |
| Accelerated filer       | þ |   |   |

|        |
|--------|
|        |
|   |

----

----

|          |
|----------|
|          |  |
| Item 15. | Exhibits, Financial Statement Schedules |

----

|         |
|---------|
|         |  |  |  |  |  |  |
|    |   |   | Incorporation by Reference |
| Exhibit |  Ref. | Description |  Form |  SEC File No. |  Exhibit | FilingDate |
|    |   |   |   |   |   |   |
| 23.1    | # | Consent of Deloitte & Touche LLP. |   |   |   |   |
|    |   |   |   |   |   |   |
| 31.3    | # | Rule 13a-14(a) Certification of Chief Executive Officer and Principal Financial Officer. |   |   |   |   |

|         |
|---------|
|         |  |  |  |  |  |  |
|    |   |   | Incorporation by Reference |
| Exhibit |  Ref. | Description |  Form |  SEC File No. |  Exhibit | FilingDate |
| 3.1     |   | Second Amended and Restated Certificate of Incorporation. | 8-K | 001-33296 | 3.1 | 7/6/2018 |
|    |   |   |   |   |   |   |
| 3.2     |   | The Bylaws, as amended August 1, 2019. | 10-Q | 001-33296 | 3.1 | 11/4/2019 |
|    |   |   |   |   |   |   |
| 4.1     |   | Indenture, dated as of August 19, 2016, by and between National CineMedia, LLC and Wells Fargo Bank, National Association, as trustee. | 8-K | 001-33296 | 4.1 | 8/19/2016 |
|    |   |   |   |   |   |   |
| 4.2     |   | Form of 5.750% Senior Unsecured Notes due 2026 (included in Exhibit 4.1). | 8-K | 001-33296 | 4.1 | 8/19/2016 |
|    |   |   |   |   |   |   |
| 4.3     |   | Indenture, dated as of October 8, 2019, by and between NCM LLC and Wells Fargo Bank, National Association, as trustee. | 8-K | 001-33296 | 4.1 | 10/8/2019 |
|    |   |   |   |   |   |   |
| 4.4     |   | Form of 5.875% Senior Secured Notes due 2028 (included in Exhibit 4.3). | 8-K | 001-33296 | 4.1 | 10/8/2019 |
|    |   |   |   |   |   |   |
| 4.5     | * | Description of the Registrant's Securities |   |   |   |   |
|    |   |   |   |   |   |   |
| 10.1    |   | National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. | 8-K | 001-33296 | 10.1 | 2/16/2007 |
|    |   |   |   |   |   |   |
| 10.1.1  |   | First Amendment to Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of March 16, 2009, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. | 10-Q | 001-33296 | 10.1.1 | 8/7/2009 |
|    |   |   |   |   |   |   |
| 10.1.2  |   | Second Amendment to Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of August 6, 2010, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. | 8-K | 001-33296 | 10.1 | 8/10/2010 |
|    |   |   |   |   |   |   |

----

|        |
|--------|
|        |  |  |  |  |  |  |
| 10.1.3 |   | Third Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated September 3, 2013, by and among American Multi-Cinema, Inc., AMC ShowPlace Theatres, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC, Regal Cinemas, Inc. and National CineMedia, Inc. | 8-K | 001-33296 | 10.1.3 | 9/9/2013 |
|   |   |   |   |   |   |   |
| 10.1.4 |   | Fourth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated January 23, 2019, by and among Cinemark Media, Inc., Cinemark USA, Inc., Regal Cinemedia Holdings, LLC, Regal Cinemas, Inc., and National CineMedia, Inc. | 10-K | 001-33296 | 10.1.4 | 2/21/2019 |
|   |   |   |   |   |   |   |
| 10.2   |   | Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and American Multi-Cinema, Inc.  (Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.) | 10-K | 001-33296 | 10.2.4 | 2/21/2014 |
|   |   |   |   |   |   |   |
| 10.2.1 |   | First Amendment to Amended and Restated Exhibitor Services Agreement dated as of March 9, 2017, by and between National CineMedia, LLC and American Multi-Cinema, Inc. | 8-K | 001-33296 | 10.1 | 3/15/2017 |
|   |   |   |   |   |   |   |
| 10.3   |   | Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and Cinemark USA, Inc. (Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.) | 10-K | 001-33296 | 10.3.4 | 2/21/2014 |
|   |   |   |   |   |   |   |
| 10.3.1 |   | Waiver of Section 12.06 of the Exhibitor Services Agreement dated as of March 14, 2017, by and between National CineMedia, LLC and Cinemark USA, Inc. | 8-K | 001-33296 | 10.3 | 3/15/2017 |
|   |   |   |   |   |   |   |
| 10.3.2 |   | First Amendment to Amended and Restated Exhibitor Services Agreement dated as of September 17, 2019, by and between National CineMedia, LLC and Cinemark USA, Inc. | 8-K | 001-33296 | 10.2 | 9/17/2019 |
|   |   |   |   |   |   |   |
| 10.4   |   | Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and Regal Cinemas, Inc. (Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.) | 10-K | 001-33296 | 10.4.4 | 2/21/2014 |
|   |   |   |   |   |   |   |
| 10.4.1 |   | First Amendment to Amended and Restated Exhibitor Services Agreement dated as of March 9, 2017, by and between National CineMedia, LLC and Regal Cinemas, Inc. | 8-K | 001-33296 | 10.2 | 3/15/2017 |
|   |   |   |   |   |   |   |
| 10.4.2 |   | Second Amendment to the Amended and Restated Exhibitor Services Agreement dated as of September 17, 2019, by and between National CineMedia, LLC and Regal Cinemas, Inc. | 8-K | 001-33296 | 10.2 | 9/17/2019 |
|   |   |   |   |   |   |   |

----

|        |
|--------|
|        |  |  |  |  |  |  |
| 10.5   |   | Common Unit Adjustment Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc.  (Confidential treatment granted as to certain portions, which portions were omitted and filed separately with the Commission.) | 8-K | 001-33296 | 10.6 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.6   |   | Tax Receivable Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, Cinemark Media, Inc., Regal Cinemas, Inc., American Multi-Cinema, Inc. and Cinemark USA, Inc. | 8-K | 001-33296 | 10.7 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.6.1 |   | Second Amendment to Tax Receivable Agreement effective as of April 29, 2008, by and by and among NCM, Inc. and National CineMedia, LLC and the Founding Members and the ESA Parties, amending the Tax Receivable Agreement dated as of February 13, 2007 and as first amended by the First Amendment to the Tax Receivable Agreement effective as of August 7, 2007. | 8-K | 001-33296 | 10.1 | 5/5/2008 |
|   |   |   |   |   |   |   |
| 10.7   |   | Second Amended and Restated Software License Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Regal CineMedia Corporation, Cinemark USA, Inc., Digital Cinema Implementation Partners, LLC and National CineMedia, LLC. | 8-K | 001-33296 | 10.9 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.8   |   | Director Designation Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Cinemark Media, Inc. and Regal CineMedia Holdings, LLC. | 8-K | 001-33296 | 10.10 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.9   |   | Registration Rights Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Regal CineMedia Holdings, LLC and Cinemark Media, Inc. | 8-K | 001-33296 | 10.11 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.10  |   | Management Services Agreement dated as of February 13, 2007, by and among National CineMedia, Inc. and National CineMedia, LLC. | 8-K | 001-33296 | 10.12 | 2/16/2007 |
|   |   |   |   |   |   |   |
| 10.11  |   | Credit Agreement dated as of June 20, 2018 among National CineMedia LLC, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K | 001-33296 | 10.1 | 6/25/2018 |
|   |   |   |   |   |   |   |
| 10.12  |   | Letter agreement, dated June 1, 2018, between National CineMedia, Inc. and Standard General L.P. | 8-K | 001-33296 | 10.1 | 6/1/2018 |
|   |   |   |   |   |   |   |
| 10.13  |   | Employment Agreement dated as of August 1, 2019, by and between National CineMedia, Inc. and Thomas F. Lesinski. + | 10-Q | 001-33296 | 10.3 | 11/4/2019 |
|   |   |   |   |   |   |   |
| 10.14  |   | Employment Agreement dated as of May 8, 2015, by and among National CineMedia, Inc., National CineMedia LLC and Clifford E. Marks. + | 10-Q | 001-33296 | 10.1 | 5/12/2015 |
|   |   |   |   |   |   |   |
| 10.15  |   | Amended and Restated Employment Agreement December 20, 2018, between the Company and Katherine L. Scherping.+ | 8-K | 001-33296 | 10.1 | 12/21/2018 |
|   |   |   |   |   |   |   |

----

|         |
|---------|
|         |  |  |  |  |  |  |
| 10.16   |   | Transition, Separation and Release of Claims Agreement, dated December 18, 2019, by and between National CineMedia, Inc. and Katherine L. Scherping + | 8-K | 001-33296 | 10.1 | 12/19/2019 |
|    |   |   |   |   |   |   |
| 10.17   |   | Consulting Agreement, dated December 18, 2019, by and between National CineMedia, Inc. and KLS Advisors, Inc. (included in Exhibit 10.16) + | 8-K | 001-33296 | 10.2 | 12/19/2019 |
|    |   |   |   |   |   |   |
| 10.18   |   | Employment Agreement dated as of April 3, 2017, by and among National CineMedia, Inc. and Scott D. Felenstein. + | 10-K | 001-33296 | 10.21 | 2/21/2019 |
|    |   |   |   |   |   |   |
| 10.19   |   | Employment Agreement dated as of January 12, 2018 by and among National CineMedia, Inc. and Sarah Kinnick Hilty. + | 10-K | 001-33296 | 10.21 | 2/21/2019 |
|    |   |   |   |   |   |   |
| 10.20   |   | Form of Indemnification Agreement. + | 8-K | 001-33296 | 10.1 | 2/13/2007 |
|    |   |   |   |   |   |   |
| 10.21   |   | Form of Indemnification Agreement (August 2018)+ | 10-Q | 001-33296 | 10.3 | 8/7/2018 |
|    |   |   |   |   |   |   |
| 10.22   |   | National CineMedia, Inc. 2007 Equity Incentive Plan. + | 8-K | 001-33296 | 10.2 | 5/2/2013 |
|    |   |   |   |   |   |   |
| 10.23   |   | National CineMedia, Inc. 2016 Equity Incentive Plan. + | S-8 | 001-33296 | 4.1 | 4/29/2016 |
|    |   |   |   |   |   |   |
| 10.24   |   | Form of Option Substitution Award. + | S-8 | 001-33296 | 4.4 | 2/13/2007 |
|    |   |   |   |   |   |   |
| 10.25   |   | Form of Stock Option Agreement. + | S-8 | 001-33296 | 4.6 | 2/13/2007 |
|    |   |   |   |   |   |   |
| 10.25.1 |   | Form of 2009 Stock Option Agreement. + | 10-K | 001-33296 | 10.22.1 | 3/6/2009 |
|    |   |   |   |   |   |   |
| 10.25.2 |   | Form of 2010 Stock Option Agreement. + | 10-K | 001-33296 | 10.22.2 | 3/9/2010 |
|    |   |   |   |   |   |   |
| 10.25.3 |   | Form of 2011 Stock Option Agreement. + | 10-K | 001-33296 | 10.22.3 | 2/25/2011 |
|    |   |   |   |   |   |   |
| 10.25.4 |   | Form of 2012 Stock Option Agreement. + | 10-K | 001-33296 | 10.22.4 | 2/24/2012 |
|    |   |   |   |   |   |   |
| 10.25.5 |   | Form of 2019 Stock Option Agreement. + | 10-Q | 001-33296 | 10.4 | 11/4/2019 |
|    |   |   |   |   |   |   |
| 10.26.2 |   | Form of 2017 Restricted Stock Agreement (Time Based). + | 10-K | 001-33296 | 10.26.9 | 2/24/2017 |
|    |   |   |   |   |   |   |
| 10.26.3 |   | Form of 2017 Restricted Stock Agreement (Performance Based). + | 10-K | 001-33296 | 10.26.10 | 2/24/2017 |
|    |   |   |   |   |   |   |
| 10.26.4 | (1) | Form of 2018 Restricted Stock Agreement (Time Based). + | 10-K | 333-176056 | 10.24.9 | 3/14/2018 |
|    |   |   |   |   |   |   |
| 10.26.5 | (1) | Form of 2018 Restricted Stock Agreement (Performance Based). + | 10-K | 333-176056 | 10.24.10 | 3/14/2018 |
|    |   |   |   |   |   |   |
| 10.26.6 |   | Form of 2019 Restricted Stock Agreement (Time Based). + | 10-K | 333-176056 | 10.28.9 | 2/21/2019 |
|    |   |   |   |   |   |   |
| 10.26.7 |   | Form of 2019 Restricted Stock Agreement (Performance Based). + | 10-K | 333-176056 | 10.28.10 | 2/21/2019 |
|    |   |   |   |   |   |   |
| 10.26.8 | * | Form of 2020 Restricted Stock Agreement (Time Based). + |   |   |   |   |
|    |   |   |   |   |   |   |
| 10.26.9 | * | Form of 2020 Restricted Stock Agreement (Performance Based). + |   |   |   |   |
|    |   |   |   |   |   |   |
| 10.27   |   | Form of Restricted Stock Unit Agreement. + | 10-K | 001-33296 | 10.34 | 3/6/2009 |
|    |   |   |   |   |   |   |

----

|         |
|---------|
|         |  |  |  |  |  |  |
| 10.27.1 |   | Form of Restricted Stock Unit Agreement under the National CineMedia, Inc. 2016 Equity Plan. | S-8 | 001-33296 | 4.4 | 4/29/2016 |
|    |   |   |   |   |   |   |
| 10.27.2 |   | Form of Restricted Stock Unit Agreement under the National CineMedia, Inc. 2016 Equity Plan, amended. | 10-K | 001-33296 | 10.27.2 | 2/24/2017 |
|    |   |   |   |   |   |   |
| 21.1    | * | List of Subsidiaries. |   |   |   |   |
|    |   |   |   |   |   |   |
| 23.1    | # | Consent of Deloitte & Touche LLP. |   |   |   |   |
|    |   |   |   |   |   |   |
| 24.1    | * | Powers of Attorney of National CineMedia, Inc. |   |   |   |   |
|    |   |   |   |   |   |   |
| 31.1    | * | Rule 13a-14(a) Certification of Chief Executive Officer. |   |   |   |   |
|    |   |   |   |   |   |   |
| 31.2    | * | Rule 13a-14(a) Certification of Chief Financial Officer. |   |   |   |   |
|    |   |   |   |   |   |   |
| 31.3    | # | Rule 13a-14(a) Certification of Chief Executive Officer and Principal Financial Officer. |   |   |   |   |
|    |   |   |   |   |   |   |
| 32.1    | ** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. |   |   |   |   |
|    |   |   |   |   |   |   |
| 32.2    | ** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.INS | * | XBRL Instance Document. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.SCH | * | XBRL Taxonomy Extension Schema Document. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document. |   |   |   |   |
|    |   |   |   |   |   |   |
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document. |   |   |   |   |

|   |                 |
|---|-----------------|
| # | Filed herewith. |
|   |                                            |
|---|--------------------------------------------|
| * | Previously filed with the Original Filing. |
|    |                                                |
|----|------------------------------------------------|
| ** | Previously furnished with the Original Filing. |
|   |                      |
|---|----------------------|
| + | Management contract. |

----

|        |
|--------|
|        |  |  |  |
|   |   |   | NATIONAL CINEMEDIA, INC. |
|   |   |   | (Registrant) |
|   |   |   |   |
| Date:  | June 25, 2020 |   |  /s/ Thomas F. Lesinski |
|   |   |   | Thomas F. Lesinski |
|   |   |   | Chief Executive Officer |
|   |   |   |   |
|   |   |   |   |
|   |   |   |   |
|   |   |   |   |
|   |   |   |   |
|   |   |   |   |