Sec Form 4 Filing - COTTER ELLEN M @ READING INTERNATIONAL INC - 2021-03-10

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 ELLEN M 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 X __ 10% Owner X __ Officer (give title below) X __ Other (specify below) Director, President and CEO/Member of Sec.13(d)(3) Group (Last) (First) (Middle) 5995 SEPULVEDA BLVD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2021 (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 Non-Voting Common Stock 1,612,649 I Co-Trustee and beneficiary of James J. Cotter Living Trust ( 1 ) Class A Non-Voting Common Stock 03/10/2021 M 12,838 A 788,071 D Class A Non-Voting Common Stock 03/10/2021 F 4,324 D $ 7.3 783,747 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 ( 2 ) 03/10/2021 M 12,838 ( 3 )( 4 ) ( 3 )( 4 ) Class A Non-Voting Common Stock 12,838 $ 0 38,511 D Restricted Stock Units (Performance-based) ( 2 ) 03/10/2021 A 17,117 ( 3 )( 4 ) ( 3 )( 4 ) Class A Non-Voting Common Stock 17,117 $ 0 17,117 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COTTER ELLEN M 5995 SEPULVEDA BLVD SUITE 300 CULVER CITY, CA90230 X X Director, President and CEO Member of Sec.13(d)(3) Group Signatures /s/ Ellen Cotter 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ellen Cotter is a co-trustee of the Trust, a trust organized under the laws of CA. During the lifetime of James J. Cotter, Sr., the Trust was revocable by James J. Cotter, Sr., but the Trust became irrevocable upon the death of James J. Cotter, Sr. on September 13, 2014. The Trust serves as a vehicle for the management and distribution of the assets of James J. Cotter, Sr. Ellen Cotter and Margaret Cotter, acting together as co-trustees of the Trust, may be deemed to share voting and investment power over the shares of the Class A Non-Voting Common Stock directly beneficially owned by the Trust. Ellen Cotter disclaims beneficial ownership of the Class A Non-Voting Common Stock directly beneficially owned by the Trust and reported herein, except to the extent of her pecuniary interest therein. The extent of any pecuniary interest in Class A Non-Voting Common Stock to Ellen Cotter is dependent on certain factors yet to be resolved and is not currently known. ( 2 )Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit. ( 3 )As previously reported, a total of 102,698 restricted stock units were granted on March 10, 2020 pursuant to the Company's 2010 Stock Incentive Plan. Of that amount, (i) 51,349 restricted stock units vest in four equal annual installments commencing on March 10, 2021, March 10, 2022, March 10, 2023, and March 10, 2024; and (ii) 51,349 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, March 10, 2023; provided that (a) the reporting person has not undergone a termination of her service at the vesting date (or earlier accelerating event), and (b)(1) one-third of the performance criteria (PRSU Criteria) has been met and certified by the Compensation and Stock Option Committee (Committee) for the year ended December 31, 2020, such determination to be made before March 10, 2021; ( 4 )and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2021 and 2022) under objective performance criteria to be established by the Committee, and shall be subject to the certification by the Committee that such PRSU Criteria, or portion thereof (stated as a percentage), has been met. The Committee must certify on or before March 10, 2023 the percentage of the PRSU Criteria which has been met for the calendar years 2021 and 2022. On March 10, 2021, the Committee determined and certified that the reporting person met 100% of the PRSU Criteria for the year ended December 31, 2020. The reporting person previously reported all 102,698 restricted stock units (including 51,349 PRSUs) in Table II of her Form 4 dated March 12, 2020.

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