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)
01/23/2012

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	01/23/2012		S⁽¹⁾		7,500	D	$8.7132	117,838	I	By trust⁽²⁾
Common Stock	01/23/2012		S⁽³⁾		7,500	D	$8.7152	117,794	I	By trust⁽⁴⁾
Common Stock	01/23/2012		S⁽⁵⁾		7,472	D	$8.7166	117,796	I	By trust⁽⁶⁾
Common Stock	01/23/2012		S⁽⁷⁾		7,500	D	$8.7123	117,778	I	By trust⁽⁸⁾
Common Stock	01/23/2012		S⁽⁹⁾		20,159	D	$8.783	2,270,206	I	As joint trustee of The Greer Trust⁽¹⁰⁾
Common Stock	01/24/2012		S⁽¹⁾		7,800	D	$8.8862	110,038	I	By trust⁽²⁾
Common Stock	01/24/2012		S⁽³⁾		7,800	D	$8.8899	109,994	I	By trust⁽⁴⁾
Common Stock	01/24/2012		S⁽⁵⁾		7,800	D	$8.8849	109,996	I	By trust⁽⁶⁾
Common Stock	01/24/2012		S⁽⁷⁾		7,775	D	$8.8866	110,003	I	By trust⁽⁸⁾
Common Stock	01/24/2012		S⁽⁹⁾		22,371	D	$8.9477	2,247,835	I	As joint trustee of The Greer Trust⁽¹⁰⁾
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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the Lifetime Benefit Trust for Darrow Feldstein #1.

2. 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.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the Lifetime Benefit Trust for Emily Greer #1.

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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the Lifetime Benefit Trust for Halley Crane #1.

6. 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.

7. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the trustee of the Lifetime Benefit Trust for Jack Greer #1.

8. 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.

9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Greer Trust.

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

	/s/ Craig Gatarz, Attorney-in-Fact for Joshua Greer	01/25/2012
	** 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.