Form 4: Cinemark Director Amends Ownership Filings
Insider Transaction Report Amendment
Cinemark Holdings Director Mark Zoradi filed an amended Form 4, correcting past beneficial ownership reports and disclosing recent share transfers and sales, including a significant sale under a 10b5-1 plan.
Summary
- Mark Zoradi, a Director at Cinemark Holdings, Inc. (CNK), filed an amended Form 4 to correct previously reported beneficial ownership of common stock.
- The amendment reclassified several past acquisitions and dispositions from direct ownership to indirect ownership through a family trust for which Zoradi serves as a trustee.
- Corrected acquisitions by the family trust include 5,000 shares on August 28, 2017, at $32.83, 5,000 shares on September 8, 2017, at $32.19, 10,000 shares on February 25, 2020, at $28.77, 5,000 shares on February 26, 2020, at $25.38, 5,000 shares on February 26, 2020, at $25.45, and 20,000 shares on March 16, 2020, at $10.58.
- Corrected dispositions by the family trust include 2,000 shares sold on December 11, 2020, at $16.17, and 85,229 shares sold on November 21, 2024, at a weighted average price of $32.38.
- The filing also reports transfers of shares to the family trust for no consideration on multiple dates, including 1,920 shares on June 15, 2016, 10,504 shares on February 19, 2018, 4,712 shares on February 14, 2019, 54,710 shares on February 19, 2020, 25,557 shares on December 15, 2020, 358,161 shares on January 13, 2022, and 16,273 shares on July 22, 2024.
- The sale of 85,229 shares on November 21, 2024, was executed pursuant to a Rule 10b5-1 trading plan adopted on August 22, 2024.
- Following the reported transactions, Zoradi beneficially owns 7,364 shares directly, 436,608 shares indirectly through the family trust, and 320 shares indirectly through a joint account with his daughter.
Sentiment
Score: 5
Explanation: The filing primarily corrects past reporting errors and details routine insider transactions (gifts, purchases, sales). The sales are under a 10b5-1 plan, which reduces their immediate negative signal. The purchases show some confidence, balancing the overall sentiment to neutral.
Positives
- The family trust made several purchases of Cinemark common stock, demonstrating confidence in the company at various price points, including 5,000 shares at $32.83, 5,000 shares at $32.19, 10,000 shares at $28.77, 5,000 shares at $25.38, 5,000 shares at $25.45, and 20,000 shares at $10.58.
- The director transferred a significant number of shares to a family trust for no consideration, which can be interpreted as a long-term holding strategy for family wealth.
Negatives
- The family trust disposed of 2,000 shares at $16.17 on December 11, 2020.
- The family trust disposed of 85,229 shares at a weighted average price of $32.38 on November 21, 2024, although this was part of a pre-arranged 10b5-1 plan.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- Multiple transfers of common stock from Mark Zoradi to a family trust for which he is a trustee, for no consideration, on various dates. These include 1,920 shares on June 15, 2016, 10,504 shares on February 19, 2018, 4,712 shares on February 14, 2019, 54,710 shares on February 19, 2020, 25,557 shares on December 15, 2020, 358,161 shares on January 13, 2022, and 16,273 shares on July 22, 2024.
Key Dates
| Date | Description |
|---|---|
| 06/15/2016 | Earliest transaction date; transfer of 1,920 shares to family trust for no consideration. |
| 08/28/2017 | Acquisition of 5,000 shares by family trust at $32.83 (corrected from direct acquisition). |
| 09/08/2017 | Acquisition of 5,000 shares by family trust at $32.19 (corrected from direct acquisition). |
| 02/19/2018 | Transfer of 10,504 shares to family trust for no consideration. |
| 02/14/2019 | Transfer of 4,712 shares to family trust for no consideration. |
| 02/19/2020 | Transfer of 54,710 shares to family trust for no consideration. |
| 02/25/2020 | Acquisition of 10,000 shares by family trust at $28.77 (corrected from direct acquisition). |
| 02/26/2020 | Acquisition of 5,000 shares by family trust at $25.38 (corrected from direct acquisition). |
| 02/26/2020 | Acquisition of 5,000 shares by family trust at $25.45 (corrected from direct acquisition). |
| 03/16/2020 | Acquisition of 20,000 shares by family trust at $10.58 (corrected from direct acquisition). |
| 12/11/2020 | Disposition of 2,000 shares by family trust at $16.17 (corrected from direct disposition). |
| 12/15/2020 | Transfer of 25,557 shares to family trust for no consideration. |
| 01/13/2022 | Transfer of 358,161 shares to family trust for no consideration. |
| 07/22/2024 | Transfer of 16,273 shares to family trust for no consideration. |
| 08/22/2024 | Adoption date of Rule 10b5-1 trading plan by the reporting person. |
| 11/21/2024 | Disposition of 85,229 shares by family trust at a weighted average price of $32.38 (corrected from direct disposition), pursuant to a 10b5-1 plan. |
| 12/22/2025 | Signature date of the reporting person's attorney-in-fact (note: this date is in the future relative to typical filing dates). |
Recommendation
holdThis Form 4 is primarily an amendment correcting previous reporting errors regarding direct versus indirect beneficial ownership through a family trust. While it details both purchases and sales by the director's family trust, the most recent significant sale was executed under a Rule 10b5-1 trading plan, indicating a pre-scheduled transaction rather than a reaction to new information. The overall activity does not present a strong signal for either buying or selling, thus a 'hold' recommendation is appropriate for existing investors, while new investors should consider broader company fundamentals.
Keywords
Cinemark, CNK, Form 4, Insider Trading, Beneficial Ownership, Mark Zoradi, Stock Transactions, Family Trust, 10b5-1 Plan
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