INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)
(Amendment No. 6)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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. x

* 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 disclosures provided in a prior cover page.

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).

(Continued on following pages)

(1) Consists of 25,404,393 common membership units of National CineMedia, LLC, which are held by two of Regal Entertainment Group’s wholly owned subsidiaries, Regal CineMedia Holdings, LLC and Regal Cinemas, Inc. (as more fully explained in Item 5 to this Amendment No. 6), and which are immediately redeemable on a one-for-one basis for shares of National CineMedia, Inc. Common Stock, or a cash payment equal to the market price of one share of National CineMedia, Inc.’s Common Stock.

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(2) Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal Entertainment Group through its ownership of 23,708,639 shares of Class B Common Stock of Regal Entertainment Group, which are convertible into a like number of shares of Class A Common Stock and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 77.8% of the voting power of Regal Entertainment Group.  Therefore, Anschutz Company may be deemed to control Regal Entertainment Group.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock of National CineMedia, Inc. that may be deemed to be beneficially owned by Regal Entertainment Group.  Each of Anschutz Company and Mr. Anschutz expressly disclaims beneficial ownership of such shares.

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EXPLANATORY NOTE.

This Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D originally filed with the Securities and Exchange Commission on May 23, 2008 by Regal Entertainment Group (“Regal”), Anschutz Company (“Anschutz Co.”) and Philip F. Anschutz (“Mr. Anschutz,” and with each of Regal, Anschutz Co., and Mr. Anschutz being referred to herein as a “Reporting Person,” and collectively, the “Reporting Persons”) and amended on March 20, 2009, March 26, 2009, February 14, 2011, March 18, 2013 and September 9, 2013 (as so amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of National CineMedia, Inc., a Delaware corporation (“National CineMedia”) is being filed by the Reporting Persons pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and the joint filing agreement filed as Exhibit C to the Schedule 13D filed on May 23, 2008, to reflect National CineMedia’s issuance of additional common units of National CineMedia, LLC (“NCM Units”) to RCI on December 4, 2013 pursuant to an Extraordinary Adjustment, thereby increasing the Reporting Persons investment in National CineMedia.  This Amendment No. 6 reflects changes to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.

Item 3 is hereby amended to add the following:

On December 4, 2013, National CineMedia issued 3,372,241 NCM Units to RCI as a result of an Extraordinary Adjustment pursuant to the Common Unit Adjustment Agreement.  The Extraordinary Adjustment resulted from attendance increases occasioned by Regal’s opening of three newly built theatres and its acquisition of Hollywood Theatres on March 29, 2013.

In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by RCI pursuant to the Extraordinary Adjustment.

Item 4 is hereby amended to add the following:

Regal acquired its NCM Units for investment purposes. Apart from continuing to give effect to the Common Unit Adjustment Agreement, none of the reporting persons is currently aware of any plans or proposals that would relate to or result in any of the events enumerated in Item 4(a)-(j).

Item 5 is hereby amended to replace Item 5(a) with the following:

(a)   As a result of the issuance of the 3,372,241 additional NCM Units, Regal currently may be deemed to beneficially own 25,404,393 shares of Common Stock through its ownership of Regal CineMedia and RCI.  NCM Units are immediately redeemable on a one-for-one basis for shares of Common Stock, or a cash payment equal to the market price of one share of Common Stock.  Regal’s beneficial ownership of 25,404,393 shares of Common Stock equates to beneficial ownership of approximately 29.6% of the Issuer’s issued and outstanding shares of Common Stock.

Regal CineMedia is a wholly owned subsidiary of Regal CineMedia Corporation (“RCM”).  RCM is a wholly owned subsidiary of RCI.  RCI is a wholly owned subsidiary of Regal Cinemas Corporation (“RCC”).  RCC is a wholly owned subsidiary of Regal Entertainment Holdings, Inc. (“REH”).  REH is a wholly owned subsidiary of Regal.  As a result, each of them may be deemed to share the power to vote and dispose of the Shares of Common Stock that may be deemed to be beneficially owned by Regal.

Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal through its ownership of 23,708,639 shares of Class B Common Stock of Regal, which are convertible into a like number of shares of Class A Common Stock, and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 77.8% of the voting power of Regal.  Therefore, Anschutz Company may be deemed to control Regal.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result,

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each of them may be deemed to share the power to vote and dispose of the shares of Common Stock that may be deemed to be beneficially owned by Regal.

By virtue of their relationship, Regal, Anschutz Company or Mr. Anschutz may be deemed to beneficially own the Common Stock subject of this Amendment No. 6.  Neither the filing of this Amendment No. 6 nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Regal), or any executive officer or director of Regal or Anschutz Company, who are listed in Schedule A hereto is the beneficial owner of the Common Stock subject of this Amendment No. 6 for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

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Schedule A

Directors and Executive Officers

The name, principal occupation and business address of each director and executive officer of Regal Entertainment Group, its relevant wholly owned subsidiaries, and Anschutz Company are set forth below.  All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

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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.

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