Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

REGAL ENTERTAINMENT GROUP
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
758766109
(CUSIP Number)
April 28, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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.
  
758766109 
  

 

           
1   NAMES OF REPORTING PERSONS
ING Groep N.V.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  The Netherlands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,852,8321
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    6,852,8321
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,852,8321
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.24%2
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC
1 This amount represents 6,852,832 shares of Class A Common Stock. 6,460,304 of these shares of Class A Common Stock are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios. Further, 392,528 of these shares of Class A Common Stock are held by an indirect subsidiary of ING Groep N.V. as a trustee with dispositive power over the shares held. ING Groep N.V. disclaims beneficial ownership of 6,460,304 of these shares of Class A Common Stock held by its direct and indirect subsidiaries, as ING Groep N.V. does not hold or exercise voting rights or dispositive powers for such securities.
2 Based on 130,849,073 shares of Class A Common Stock, par value $0.001 per share, of Regal Entertainment Group issued and outstanding as of February 22,2011, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2011.

Page 2 of 6 Pages

 

                     
CUSIP No.
  
758766109 
  
Item 1(a).   Name of Issuer:
Regal Entertainment Group
Item 1(b).   Address of Issuer’s Principal Executive Offices:
7132 Regal Lane, Knoxville, TN 37918
Item 2(a).   Name of Person Filing:
ING Groep N.V.
Item 2(b).   Address of Principal Business Office or, if None, Residence:
ING Groep N.V.
Amstelveenseweg 500
1081 KL Amsterdam
P.O. Box 810
1000 AV Amsterdam
The Netherlands
Item 2(c).   Citizenship:
See item 4 on Page 2
Item 2(d).   Title of Class of Securities:
Class A Common Stock
Item 2(e).   CUSIP Number:
758766109
Item 3.   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)
  (a)   o   Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
 
  (b)   o   Bank as defined in Section 3(a)(6) of the Exchange Act;
 
  (c)   o   Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
  (d)   o   Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);
 
  (e)   o   Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;

 

Page 3 of 6 Pages

 

                     
CUSIP No.
  
758766109 
  
  (f)   o   Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;
 
  (g)   o   Parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) under the Exchange Act;
 
  (h)   o   Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
  (i)   o   Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
  (j)   o   Group in accordance with Rule 13d-1(b)(1)(ii)(J) under the Exchange Act.
Item 4.   Ownership.
  (a)   ING Groep N.V. may be deemed to be the beneficial owner of 6,852,832 shares of Class A Common Stock held by its indirect and direct wholly owned subsidiaries. Of these, 6,460,304 of the shares of Class A Common Stock are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.
 
      ING Groep N.V. disclaims beneficial ownership of 6,460,304 of these shares of Class A Common Stock held by its direct and indirect subsidiaries, as ING Groep N.V. does not hold or exercise voting rights or dispositive powers for such securities.
 
  (b)   ING Groep N.V. may be deemed to be the beneficial owner of 5.24% of the outstanding Class A Common Stock. Such percentage is based on 130,849,073 shares of Class A Common Stock, par value $0.001 per share, of Regal Entertainment Group issued and outstanding as of February 22, 2011, as reported by the Issuer in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2011.
 
  (c)   Although ING Groep N.V. may be deemed to be beneficial owner of 6,460,304 shares of Class A Common Stock held by its indirect and direct wholly owned subsidiaries, ING Groep N.V. does not exercise voting rights or dispositive powers for such securities.
Item 5.   Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable

 

Page 4 of 6 Pages

 

                     
CUSIP No.
  
758766109 
  
Item 8.   Identification and Classification of Members of the Group.
Not Applicable
Item 9.   Notice of Dissolution of Group.
Not Applicable
Item 10.   Certification.
By signing below we certify that, to the best of our 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.

 

Page 5 of 6 Pages

 

                     
CUSIP No.
  
758766109 
  
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  May 9, 2011
(Date)

ING GROEP N.V.
 		  
  By:   /s/ Just A.M. Emke-Petrelluzzi Bojanic    
    (Signature)   
         
  J.A.M. Emke-Petrelluzzi Bojanic
Manager ING Holdings & Chair (Name/Title)
 		  
  By:   /s/ Sander Valkering    
    (Signature)
 		  
    Sander Valkering
Business Manager (Name/Title) 		  

 

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