SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
(Rule 13d-102)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. |
17243V102 |
13G |
1 | NAME OF REPORTING PERSONS: Lee Roy Mitchell |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
US | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 12,122,845 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 12,122,845 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,122,845 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
10.7% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
CUSIP No. |
17243V102 |
13G |
1 | NAME OF REPORTING PERSONS: Gary Witherspoon, Co Trustee, The Mitchell Special Trust |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
US | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,419,095 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,419,095 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** | ||||
5,419,095 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
4.8% | |||||
12 | TYPE OF REPORTING PERSON | ||||
IN |
CUSIP No. |
17243V102 |
13G |
1 | NAME OF REPORTING PERSONS: The Mitchell Special Trust |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Texas | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 5,419,095 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 5,419,095 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
5,419,095 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
4.8% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
Item 1(a) | Name of Issuer: Cinemark Holdings, Inc. |
Item 1(b) | Address of issuers principal executive offices. | |
3900 Dallas Parkway, Suite 500 Plano, Texas 75093 |
Item 2(a) | Name of Person Filing. | |
Lee Roy Mitchell | ||
Gary Witherspoon, Co Trustee, The Mitchell Special Trust | ||
The Mitchell Special Trust |
Item 2(b) | Address or Principal Business Office. | |
Lee Roy Mitchell 3900 Dallas Parkway, Suite 500 Plano, TX 75093 |
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Gary Witherspoon 12400 Coit Road, Suite 800 Dallas, TX 75251 |
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The Mitchell Special Trust 12400 Coit Road, Suite 800 Dallas, TX 75251 |
Item 2(c) | Citizenship or Place of Organization. | |
Lee Roy Mitchell: United States Citizen | ||
Gary Witherspoon: United States Citizen | ||
The Mitchell Special Trust: Texas |
Item 2(d) | Title of Class of Securities. | |
Common Stock, par value $.001 per share. |
Item 2(e) | CUSIP No. | |
17243V102 |
Item 3 | Not Applicable |
Item 4 | Ownership. |
(a) | Amount Beneficially Owned: | ||
(i) Lee Roy Mitchell may be deemed to beneficially own 12,122,845 shares of Cinemark Holdings, Inc.s common stock, which includes 5,419,095 shares directly held by The Mitchell Special Trust. Lee Roy Mitchell is a co-trustee of The Mitchell Special Trust. | |||
(ii) Gary Witherspoon, a co-trustee of The Mitchell Special Trust, may be deemed to beneficially own 5,419,095 shares of Cinemark Holdings, Inc.s common stock. | |||
(iii) The Mitchell Special Trust may be deemed to beneficially own 5,419,095 shares of Cinemark Holdings, Inc. common stock. | |||
The filing of this Schedule 13G shall not be construed as an admission that either Lee Roy Mitchell or Gary Witherspoon is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock held by The Mitchell Special Trust. Pursuant to Rule 13d-4, each of Lee Roy Mitchell and Gary Witherspoon disclaim all such beneficial ownership in the shares of common stock held by The Mitchell Special Trust. | |||
(b) | Percent of Class | ||
(i) Lee Roy Mitchell: 10.7% | |||
(ii) Gary Witherspoon: 4.8% | |||
(iii)The Mitchell Special Trust: 4.8% |
This percentage is determined by dividing the number of shares of common stock beneficially owned by each of Lee Roy Mitchell, Gary Witherspoon, as co trustee of The Mitchell Special Trust and The Mitchell Special Trust by 113,443,019, the number of shares of common stock issued and outstanding as of October 31, 2010, as provided by Cinemark Holdings, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 30, 2010. | |||
(c) | No. of shares as to which the person has: | ||
(i) | Sole power to vote or to direct the vote: | ||
(1) Lee Roy Mitchell: 12,122,845 | |||
(2) Gary Witherspoon: 5,419,095 | |||
(3) The Mitchell Special Trust: 5,419,095 | |||
(ii) | Shared power to vote or to direct the vote: | ||
(i) Lee Roy Mitchell: 0 | |||
(ii) Gary Witherspoon: 0 | |||
(iii) The Mitchell Special Trust: 0 | |||
(iii) | Sole power to dispose or to direct the disposition of: |
(i) Lee Roy Mitchell: 12,122,845 | |||
(ii) Gary Witherspoon: 5,419,095 | |||
(iii) The Mitchell Special Trust: 5,419,095 | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
(i) Lee Roy Mitchell: 0 | |||
(ii) Gary Witherspoon: 0 | |||
(iii) The Mitchell Special Trust: 0 |
Item 5 | Ownership of 5 Percent or Less of a Class. þ | |
As of the reporting date, Gary Witherspoon and The Mitchell Special Trust have ceased to be the beneficial owners of more than 5% of the class of securities reported. |
Item 6 | Ownership of More than 5 Percent on Behalf of Another Person. | |
Not Applicable |
Item 7 | Identification and Classification of the Subsidiary. | |
Not Applicable |
Item 8 | Identification and Classification of Members of the Group. | |
Not Applicable |
Item 9 | Notice of Dissolution of a Group. | |
Not Applicable |
Item 10 | Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Exhibits | Exhibit I: Joint Filing Agreement by and among Lee Roy Mitchell, Gary Witherspoon and The Mitchell Special Trust. |
By: | /s/ Lee Roy Mitchell | |||
Lee Roy Mitchell | ||||
By: | /s/ Gary Witherspoon | |||
Gary Witherspoon, Co Trustee of The Mitchell Special Trust | ||||
The Mitchell Special Trust |
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By: | /s/ Gary Witherspoon | |||
Gary Witherspoon, Co Trustee | ||||