Item 3.02 Unregistered Sale of Equity Securities.

In connection with the UltraStar Acquisitions, we issued to the UltraStar Sellers 615,203 shares of our Class A common stock and an additional 272,419 shares as a result of post-closing adjustments, which the parties formally agreed to on March 1, 2013.

Item 9.01. Financial Statements and Exhibits.

Financial Statements

1. Audited Combined Financial Statements of Theaters of UltraStar Cinemas as of and for the years ended December 31, 2011 and 2010.

2. Unaudited Interim Combined Financial Statements of Theaters of UltraStar Cinemas as of September 30, 2012 and December 31, 2011 (audited); and for the nine month periods ended September 30, 2012 and 2011.

3. Unaudited Pro Forma Combined Financial Statements as of September 30, 2012 and for the fiscal year ended June 30, 2012; and for the three month period ended September 30, 2012.

Exhibits

2.16 Letter agreement with respect to final purchase price adjustments related to the UltraStar Purchase Agreements dated as of February 26, 2013 by and between Apple Valley Cinemas Inc., Mission Market Cinemas, Inc., UltraStar Poway Creekside Plaza Inc., UltraStar Galaxy Inc., Desert Cinemas, Inc., Temecula Cinema Group, Inc., San Diego Cinemas, Inc., John Ellison, Russell Seheult, Alan Grossberg and Digital Cinema Destinations Corp.

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