FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Oddo David J 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2013 3. Issuer Name and Ticker or Trading Symbol National CineMedia, Inc. [NCMI] (Last) (First) (Middle) C/O NATIONAL CINEMEDIA, INC., 9100 E. NICHOLS AVE., SUITE 200 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Interim Co-CFO (PFO) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CENTENNIAL, CO 80112-3405 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 8,107 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	  (2)	02/13/2017	Common Stock	3,000	$ 21	D	Â
Employee stock option (right to buy)	  (3)	04/29/2018	Common Stock	1,000	$ 19.49	D	Â
Employee stock option (right to buy)	  (4)	01/14/2020	Common Stock	3,728	$ 16.97	D	Â
Employee stock option (right to buy)	  (5)	01/13/2021	Common Stock	3,673	$ 18.37	D	Â
Employee stock option (right to buy)	  (6)	01/12/2022	Common Stock	1,632	$ 13.14	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Oddo David J C/O NATIONAL CINEMEDIA, INC. 9100 E. NICHOLS AVE., SUITE 200 CENTENNIAL, CO 80112-3405	Â	Â	  VP & Interim Co-CFO (PFO)	Â

Signatures

/s/ Jennifer A. D'Alessandro, as attorney-in-fact		03/08/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes (a) 607 unrestricted shares; (b) 1,224 shares of restricted stock that will vest upon achievement of specified performance targets at the end of a three-year measuring period ending on December 26, 2013; (c) 1,632 shares of restricted stock that will vest upon achievement of specified performance targets at the end of a three-year measuring period ending on January 1, 2014; (d) 816 shares of restricted stock that will vest upon achievement of specified performance targets at the end of a two-year measuring period ending on December 26, 2013; (e) 2,871 shares of restricted stock that will vest upon achievement of specified performance targets at the end of a three-year measuring period ending on December 31, 2015; and (f) 957 shares of restricted stock that vest in three equal annual installments beginning on January 15, 2014.
(2)	The option vests in five equal annual installments beginning on February 13, 2008.
(3)	The option vests in five equal annual installments beginning on April 29, 2009.
(4)	The option vests in three equal annual installments beginning on January 14, 2011.
(5)	The option vests in three equal annual installments beginning on January 13, 2012.
(6)	The option vests in three equal annual installments beginning on January 12, 2013.

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