Sec Form 4 Filing - COTTER MARGARET @ READING INTERNATIONAL INC - 2019-06-17

Insider filing report for Changes in Beneficial Ownership
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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
COTTER MARGARET
2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
EVP, Real Estate Development/Co-Trustee of Trust
(Last) (First) (Middle)
5995 SEPULVEDA BLVD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2019
(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 06/17/2019 S 4,000 D $ 13.51 239,890 I Co-Trustee of James J. Cotter Grandchildren Trust ( 9 )
Class A Nonvoting Common Stock 808,862 D
Class B Voting Stock 35,100 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
Restricted Stock Units ( 1 ) ( 2 ) ( 2 ) Class A Non-Voting Common Stock 1,046 1,046 D
Stock Options; Right to Buy; Class A Non-Voting Common Stock ( 1 ) ( 3 ) 03/09/2021 Class A Non-Voting Common Stock 19,921 19,921 D
Restricted Stock Units ( 1 ) ( 4 ) ( 4 ) Class A Non-Voting Common Stock 1,877 1,877 D
Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 15.97 ( 5 ) 03/22/2022 Class A Non-Voting Common Stock 17,341 17,341 D
Restricted Stock Units ( 1 ) ( 6 ) ( 6 ) Class A Non-Voting Common Stock 2,750 2,750 D
Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 16.36 ( 7 ) 04/12/2023 Class A Non-Voting Common Stock 15,831 15,831 D
Restricted Stock Units ( 1 ) ( 8 ) ( 8 ) Class A Non-Voting Common Stock 3,872 3,872 D
Stock Options; Right to Buy; Class A Non-Voting Common Stock $ 16.14 ( 8 ) 03/13/2024 Class A Non-Voting Common Stock 17,806 17,806 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COTTER MARGARET
5995 SEPULVEDA BLVD
SUITE 300
CULVER CITY, CA90230
X EVP, Real Estate Development Co-Trustee of Trust
Signatures
/s/ Margaret Cotter 06/19/2019
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 on 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 10, 2016. Original grant was for 4,184 restricted stock units. The first three installments vested on March 10, 2017, March 10, 2018 and March 10, 2019. The remaining installment vest on March 10, 2020.
( 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, March 10, 2016. Original grant was for 19,921 stock options. The first three installments became exerciable on March 10, 2017, March 10, 2018 and March 10, 2019. The remaining installment vest on March 10, 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 3,757 restricted stock units. The first two installments vested on March 23, 2018 and March 23, 2019. The remaining two installments vest on 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, March 23, 2017. Original grant was for 17,341 stock options. The first two installments became exercisable on March 23, 2018 and March 23, 2019. The remaining two installments vest on March 23, 2020 and March 23, 2021.
( 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 13, 2018. Original grant was for 3,667 restricted stock units. The first installment vested on April 13, 2019. The remaining installments vest on April 13, 2020, April 13, 2021 and April 13, 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, April 13, 2018. Original grant was for 15,831 restricted stock units. The first installment became exerciable on April 13, 2019. The remaining installments vest on April 13, 2020, April 1 3, 2021 and April 13, 2022.
( 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 14, 2019.
( 9 )Ms. Margaret Cotter and Mr. James J. Cotter, Jr. are co-trustees of the James J. Cotter Grandchildren Trust (the "Trust"), a trust established for Mr. James J. Cotter, Sr.'s grandchildren, and may be deemed to be indirect beneficial owners of the Class A Non-Voting Common Stock directly beneficially owned by such Trust. Ms. Margaret Cotter is selling such shares in her capacity as a co-trustee of the Trust. Ms. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

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