NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Cotter, Jr.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
SEC USE ONLY
SOURCE OF FUNDS
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON
Security and Issuer
This statement (this “Statement”) relates to the Class B Voting Common Stock, par value $0.01 per share (“Class B Common Stock”), of Reading International, Inc., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 6100 Center Drive, Suite 900, Los Angeles, California 90045. **
Identity and Background
This Statement is being filed by James J. Cotter, Jr. (“Mr. Cotter”).
Mr. Cotter is a citizen of the United States with a principal business address at 6100 Center Drive, Suite 900, Los Angeles, California 90045.
Mr. Cotter’s principal occupation and employment are President and Chief Executive Officer of the Company.
Mr. Cotter has not been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors) of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Cotter was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
United States of America
Source and Amount of Funds or Other Consideration
Mr. Cotter is Co-Trustee and beneficiary of the James J. Cotter Living Trust, dated August 1, 2000, as amended (the “Trust”), which owns of record 2,115,539 shares of Class A Non-Voting Common Stock, 1,023,888 shares of Class B Common Stock, and options to acquire 100,000 shares of Class B Common Stock.
James J. Cotter, Sr. (Mr. Cotter’s father), the original Trustor and Trustee of the Trust, passed away on September 13, 2014, at which time the Trust became irrevocable. The Trust provides that upon the death of James J. Cotter, Sr., the 1,023,888 shares of Class B Common Stock and options to acquire 100,000 shares of Class B Common Stock owned by the Trust are to be held by the Reading Voting Trust, primarily for the benefit of the grandchildren of James J. Cotter, Sr.
The Reading Voting Trust is held, administered and distributed by Mr. Cotter and Ann Margaret Cotter, as initial Co-Trustees. The Trust also provides that if Mr. Cotter and Ms. Cotter are unable to agree upon an important Trust decision, they will rotate the Trusteeship of the Reading Voting Trust between them annually each January 1st, so that thereafter there will only be one Trustee acting at any given time.
Purpose of Transaction
The Trust holds the shares of Class B Common Stock reported herein for investment purposes, and directs that the Co-Trustees retain the Class B Common Stock for as long as possible and not diversify its investments. The Co-Trustees consider their family’s holdings in the Company to be a long term family asset, and intend to continue the Company in the direction established by their father. Mr. Cotter, in cooperation with the other Co-Trustee, intends to manage the Trust’s investment in Class B Common Stock consistent with such directions.
Mr. Cotter is also a Director and President and Chief Executive Officer of the Company, and expects to be involved in the development, analysis and/or review from time to time of transactions involving the Company, including the transactions identified in clauses (a) through (j) of Instructions to Item 4. Mr. Cotter considers his involvement in such development, analysis and/or review process to be principally that of an officer and director of the Company, and accordingly, does not anticipate making disclosure of his participation in the review and evaluation of such possible transactions, separate and apart from relevant disclosures that may be made from time to time by the Company.
Interest in Securities of the Issuer
Mr. Cotter, as Co-Trustee of the Reading Voting Trust, beneficially owns 1,123,888 shares of the Class B Common Stock, which represent 70.44% of all shares of that class outstanding on September 13, 2014.
Mr. Cotter has shared power to vote and dispose of 1,123,888 shares of the Class B Common Stock with Ann Margaret Cotter (“Ms. Cotter”), the other Co-Trustee of the Reading Voting Trust. Ms. Cotter is a United States citizen with the same business address identified in Item 2. Ms. Cotter is a Director of the Company, the owner and President of OBI, LLC and President of Liberty Theaters. Mr. Cotter does not believe that Ms. Cotter has been involved in any matters requiring disclosure under clauses (d) or (e) of Instructions to Item 2.
Except as described herein, Mr. Cotter has not acquired or disposed of any shares of Class B Common Stock during the past 60 days.
|Transaction Date||Shares or Unites Purchased (Sold)||Price Per Share or Unit|
Mr. Cotter and Ms. Cotter, as Co-Trustees of the Reading Voting Trust, together have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, shares of Class B Common Stock reported hereunder.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described in Items 3, 4 and 5 of this Statement, Mr. Cotter does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any voting securities of the Company, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Material to Be Filed as Exhibits
September 23, 2014
/s/ James J. Cotter, Jr.