Sec Form 4 Filing - Estate of James J. Cotter, Sr., Deceased @ READING INTERNATIONAL INC - 2014-12-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Estate of James J. Cotter, Sr., Deceased
2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of Sec.13(d)(3) Group
(Last) (First) (Middle)
6100 CENTER DRIVE, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2014
(Street)
LOS ANGELES, CA90045
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
Class A Non-Voting Common Stock 12/31/2014 A( 3 )( 5 ) V 160,643 A $ 7.47 ( 5 ) 408,263 D
Class A Non-Voting Common Stock 09/21/2015 F( 3 )( 4 ) V 81,463 D $ 12.57 326,800 D
Class B Voting Common Stock 09/21/2015 M( 1 )( 3 ) V 100,000 A $ 10.24 427,808 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
Stock Option (Right to Buy) $ 10.24 09/21/2015 M( 1 )( 3 ) V 100,000 ( 2 ) 05/09/2017 Class B Voting Common Stock 100,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Estate of James J. Cotter, Sr., Deceased
6100 CENTER DRIVE, SUITE 900
LOS ANGELES, CA90045
X Member of Sec.13(d)(3) Group
Signatures
/s/ Ellen Cotter, Co-Executor of the Estate of James J. Cotter, Sr., Deceased, on behalf of the Estate of James J. Cotter, Sr., Deceased 10/09/2015
Signature of Reporting Person Date
/s/ Margaret Cotter, Co-Executor of the Estate of James J. Cotter, Sr., Deceased, on behalf of the Estate of James J. Cotter, Sr., Deceased 10/09/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 21, 2015, the Compensation and Stock Options Committee of Reading International, Inc. (the "Company") approved the exercise by the Estate of James J. Cotter, Sr. of the options to acquire 100,000 shares of Class B Voting Common Stock.
( 2 )Currently exercisable.
( 3 )All reported transactions are exempt pursuant to Rule 16a-2(d).
( 4 )Represents Class A Non-Voting Common Stock shares returned to the Company for payment of the exercise price in connection with the reporting person's exercise of vested stock options to acquire 100,000 shares of Class B Voting Common Stock on September 21, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the reporting person.
( 5 )Represents shares of Class A Non-Voting Common Stock issued as compensation for Mr. James J. Cotter, Sr.'s services performed prior to his death on September 13, 2014 as an officer and director of the Company. The price was the closing price of Class A Non-Voting Common Stock on February 27, 2014 ($7.47), the date that the Company's Compensation and Stock Options Committee approved the stock bonus in the amount of $1,200,000.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.