SEC FORM 4

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

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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^*

Greer Joshua

(Last)

(First)

(Middle)

C/O REALD INC.

100 N. CRESCENT DRIVE, SUITE 120

(Street)

BEVERLY HILLS

90210

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2011		G	V	575,000⁽¹⁾	D	$0	4,389,836	I	As joint trustee of The Greer Trust⁽²⁾
Common Stock	11/30/2011		G	V	115,000⁽¹⁾	A	$0	143,294	I	By trust⁽³⁾
Common Stock	11/30/2011		G	V	115,000⁽¹⁾	A	$0	143,294	I	By trust⁽⁴⁾
Common Stock	11/30/2011		G	V	115,000⁽¹⁾	A	$0	143,294	I	By trust⁽⁵⁾
Common Stock	11/30/2011		G	V	115,000⁽¹⁾	A	$0	143,294	I	By trust⁽⁶⁾
Common Stock	12/07/2011		G	V	2,000,000⁽⁷⁾	D	$0	2,389,836	I	As joint trustee of The Greer Trust⁽²⁾
Common Stock	12/07/2011		G	V	75,000	D	$0	2,314,836	I	As joint trustee of The Greer Trust⁽²⁾
Common Stock								23,457	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Of the 575,000 shares gifted by The Greer Trust on November 30, 2011, 115,000 shares were gifted to each of five irrevocable trusts for the benefit of the children of the Reporting Person. The Reporting Person disclaims beneficial ownership of these gifted securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. These shares are directly held by The Greer Trust and indirectly held by the Reporting Person as joint trustee.

3. These shares are held by the Lifetime Benefit Trust for Darrow Feldstein #1, the beneficiary of which is the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. These shares are held by the Lifetime Benefit Trust for Emily Greer #1, the beneficiary of which is the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. These shares are held by the Lifetime Benefit Trust for Halley Crane #1, the beneficiary of which is the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

6. These shares are held by the Lifetime Benefit Trust for Jack Greer #1, the beneficiary of which is the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

7. These shares were contributed by The Greer Trust to the JGB Trust, Morgan Stanley Private Bank, National Association, trustee ("Trustee"). The Trustee has sole voting and dispositive power over these shares. The Reporting Person is the grantor/settlor and the sole beneficiary of the JGB Trust, which is irrevocable. No consideration or value was exchanged in connection with the contribution of these shares to the JGB Trust. Under SEC Rule 16a-8, the Reporting Person is no longer required to file under Section 16 with respect to these shares held by the JGB Trust.

Remarks:

The Reporting Person is not the beneficial owner of shares held by the Lifetime Benefit Trust for Sasha Feldstein #1, the beneficiary of which is the Reporting Person's adult child, as a result of previously reported changes in trust management which have eliminated any potential influence that the Reporting Person could have possibly exerted over this trust.

	/s/ Craig Gatarz, Attorney-in-Fact for Joshua Greer	12/09/2011
	** Signature of Reporting Person	Date
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.