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 * Hardy Ralph E   2. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [NCMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Gen. Counsel & Secretary (Last) (First) (Middle) C/O NATIONAL CINEMEDIA, INC., 9110 E. NICHOLS AVE., SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2014 (Street) CENTENNIAL, CO 80112-3405 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 02/24/2014   D   19,122 (1) D $ 0 116,606 D   Common Stock 02/24/2014   D   5,468 (2) D $ 0 111,138 D   Common Stock 02/24/2014   F   2,340 (3) D $ 15.6 108,798 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hardy Ralph E C/O NATIONAL CINEMEDIA, INC. 9110 E. NICHOLS AVE., SUITE 200 CENTENNIAL, CO 80112-3405			EVP, Gen. Counsel & Secretary

Signatures

/s/ Jennifer A. D'Alessandro, as attorney-in-fact		02/26/2014
**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)	In a Form 4 filed on January 18, 2011, the reporting person reported the grant of 19,122 shares of restricted stock, which would vest based upon achievement of the actual cumulative Free Cash Flow target at the end of a three-year measuring period. On February 24, 2014, the issuer determined that the performance conditions had not been satisfied and, as a result, the shares were forfeited.
(2)	In a Form 4 filed on January 17, 2012, the reporting person reported the grant of 31,870 shares of restricted stock, 12,748 of which would vest based upon achievement of specified performance targets at the end of a two-year measuring period. On February 24, 2014, the issuer determined that the performance conditions had been satisfied at 57.1% and, as a result, 5,468 shares were forfeited and 7,280 shares vested pursuant to the terms of the grant.
(3)	Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock.

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