Sec Form 4 Filing - Tompkins Sidney Craig @ READING INTERNATIONAL INC - 2019-03-23

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 Tompkins Sidney Craig 2. Issuer Name and Ticker or Trading Symbol READING INTERNATIONAL INC [ RDI] 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) 5995 SEPULVEDA BLVD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2019 (Street) CULVER CITY, CA90230 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 Nonvoting Common Stock 03/23/2019 M 940 A 5,161 D Class A Nonvoting Common Stock 03/23/2019 F 466 D $ 15.65 4,695 D Class A Non-Voting Common Stock 55,825 I Various retirement accounts

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 Restricted Stock Units ( 1 ) 03/23/2019 M 940 ( 2 ) ( 2 ) Class A Non-Voting Common Stock 940 $ 0 1,878 D Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 15.67 ( 3 ) 08/28/2022 Class A Non-Voting Common Stock 19,921 19,921 D Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) Class A Non-Voting Common Stock 2,817 2,817 D Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 15.97 ( 4 ) 03/22/2022 Class A Non-Voting Common Stock 17,341 17,341 D Restricted Stock Units ( 1 ) ( 5 ) ( 5 ) Class A Non-Voting Common Stock 3,649 3,649 D Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 16.44 ( 6 ) 04/11/2023 Class A Non-Voting Common Stock 15,748 15,748 D Restricted Stock Units ( 1 ) ( 7 ) ( 7 ) Class A Non-Voting Common Stock 3,880 3,880 D Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 16.1 ( 7 ) 03/12/2024 Class A Non-Voting Common Stock 17,857 17,857 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tompkins Sidney Craig 5995 SEPULVEDA BLVD SUITE 300 CULVER CITY, CA90230 EVP, General Counsel Signatures /s/ S. Craig Tompkins 03/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit. ( 2 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 23, 2017. Original grant was for 3,757 restricted stock units. The first and second installments vested on March 23, 2018 and March 23, 2019 and the next two installments vest on March 23, 2020 and March 23, 2021. ( 3 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, August 29, 2017. Original grant was for 19,921 stock options. The first and second installments became exercisable on August 29, 2017 and August 29, 2018. The next two installments become exercisable on August 29, 2019 and August 29, 2020. ( 4 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 23, 2017. Original grant was for 17,341 stock options. The first installment became exercisable on March 23, 2018, and the next three installments become exercisable on March 23, 2019, March 23, 2020 and March 23, 2021. ( 5 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, April 12, 2018. The restricted stock units vest on April 12, 2019, April 12, 2020, April 12, 2021 and April 12, 2022. ( 6 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, April 12, 2018. The options become exercisable on April 12, 2019, April 12, 2020, April 12, 2021 and April 12, 2022. ( 7 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 13, 2019. ( 8 )Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 23, 2017. Original grant was for 3,757 restricted stock units. The first installment vested on March 23, 2018 and March 23, 2019 and the remainin g installments vest on March 23, 2020 and March 23, 2021.

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