SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Shamrock Capital Growth Fund II L P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RealD Inc. [ RLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/21/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/21/2010		C		7,709,250	A	(1)	7,709,250	D
Common Stock	07/21/2010		S		2,312,775	D	$14.88	5,396,475	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series C Mandatorily Redeemable Convertible Preferred Stock	(1)	07/21/2010		C			5,139,500	(2)	(3)	Common Stock	7,709,250	$0	0	D(4)

1. Name and Address of Reporting Person* Shamrock Capital Growth Fund II L P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shamrock Capital Partners II, LLC (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROYER STEPHEN D (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLD STANLEY P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Persons had 5,139,500 shares of the Issuer's Series C Mandatorily Redeemable Convertible Preferred Stock (the "Series C Preferred Stock") which automatically converted into 7,709,250 shares of Common Stock upon the closing of the Issuer's qualified initial public offering (as defined in the Issuer's certificate of incorporation, as amended through July 12, 2010) on July 21, 2010. The Series C Preferred Stock converted at a conversion rate of 1.5 shares of Common Stock per share of Series C Preferred Stock, which reflects the 1-for-1.5 forward stock split of the Common Stock that was effected by the Issuer on June 28, 2010.

2. These securities were convertible immediately.

3. These shares did not have an expiration date.

4. Shamrock Capital Partners II, L.L.C. ("SCP II") is the General Partner of Shamrock Capital Growth Fund II, L.P ("SCGF II"). Stephen D. Royer is the Executive Vice President of SCGF II. Stephen D. Royer and Stanley P. Gold are the members of the Board of Managers of SCP II. Each of SCP II, Stephen D. Royer and Stanley P. Gold may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the securities which are the subject of this report (collectively, the "Issuer Securities") and a "ten percent holder" thereunder. Each of SCP II, Stephen D. Royer and Stanley P. Gold disclaims beneficial ownership of the Issuer Securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that each of SCP II, Stephen D. Royer or Stanley P. Gold is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Stephen D. Royer is a director of the Issuer and each of SCP II and SCGF II (both, as defined herein), may be deemed a director of the Issuer by virtue of their relationship with Stephen D. Royer. This report is being jointly filed by Stephen D. Royer, Stanley P. Gold, SCP II and SCGF II.

	/s/ Stephen D. Royer	07/22/2010
	/s/ Stanley P.Gold	07/22/2010
	SHAMROCK CAPITAL GROWTH FUND II, L.P. By: Shamrock Capital Partners II, L.L.C., its General Partner By: /s/ Stephen D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers	07/22/2010
	SHAMROCK CAPITAL PARTNERS II, L.L.C. By: /s/ Stephen D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers	07/22/2010
	** Signature of Reporting Person	Date
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