Sec Form 4 Filing - Yang Vivian @ RealD Inc. - 2016-03-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Yang Vivian 2. Issuer Name and Ticker or Trading Symbol RealD Inc. [ RLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & General Counsel (Last) (First) (Middle) 100 N. CRESCENT DR., SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2016 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/22/2016 D 66,284 D $ 11 ( 1 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units ( 2 ) 03/22/2016 D 31,250 ( 2 ) ( 2 ) Common Stock 31,250 ( 2 ) 0 D Stock Option (Right to Buy) $ 11.42 03/22/2016 D 15,000 ( 3 ) 06/03/2024 Common Stock 15,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 10.09 03/22/2016 D 110,155 ( 4 ) 09/16/2024 Common Stock 110,155 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yang Vivian 100 N. CRESCENT DR., SUITE 200 BEVERLY HILLS, CA90210 EVP & General Counsel Signatures Vivian Yang 03/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 8, 2015 RealD Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rhombus Cinema Holdings, LLC, a Delaware limited liability company ("Purchaser") and Rhombus Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Purchaser as a result of the Merger that became effective on March 22, 2016. Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was cancelled and converted automatically into the right to receive a cash payment equal to $11.00 in cash, without interest. ( 2 )Represents previously unearned performance stock units. Pursuant to the Merger Agreement, as of the Effective Time, each performance stock unit, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock issuable upon conversion of such performance stock unit paid out at 100% of target multiplied by (ii) $11.00, less any applicable tax withholding. ( 3 )Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were cancelled. ( 4 )Pursuant to the Merger Agreement, as of the Effective Time, each option, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of the Company's common stock subject to the option multiplied by (ii) the excess, if any, of $11.00 over the exercise price of the option, less any applicable tax withholding.

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