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

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^*

McEachern Douglas James

(Last)

(First)

(Middle)

5995 SEPULVEDA BLVD

SUITE 300

(Street)

CULVER CITY

90230

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2017

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)
Class A Nonvoting Common Stock	04/19/2017		M		20,000	A	$5.54	35,321	I	McEachern Family Trust

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)
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$5.54	04/19/2017		M			20,000	05/17/2012	05/16/2017	Class A Non-Voting Common Stock	20,000	$0	0⁽¹⁾	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$6.11	06/21/2013		A		5,000		06/21/2013	06/20/2018	Class A Non-Voting Common Stock	5,000	$0	5,000	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$12.34	01/15/2015		A		2,000		01/15/2015	01/14/2020	Class A Non-Voting Common Stock	2,000	$0	2,000	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$10.48	01/15/2016		A		2,000		01/15/2016	01/14/2021	Class A Non-Voting Common Stock	2,000	$0	2,000	D
Restricted Stock Units	⁽²⁾	03/23/2017		A		4,383		⁽³⁾	⁽⁴⁾	Class A Non-Voting Common Stock	4,383	$0	4,383	D

Explanation of Responses:

1. In prior filings for the Reporting Person, Column 9 of Table II has included the cumulative total of all the outstanding stock option grants to acquire Class A Non-Voting Common Stock for the Reporting Person. Some of those stock option grants previously included in such total were separate classes of Derivative Securities not required to be reported in connection with the reported transaction. In this report, all of the Reporting Person's stock option grants to acquire Class A Common Stock are reported supplementally in Table II to assist in the comparison of prior filings.

2. Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of unit.

3. The Directors' Restricted Stock Units vest on January 2, 2018 (the first business day of 2018).

4. Granted pursuant to the Company's 2010 Stock Incentive Plan.

	/s/ Doug McEachern	04/21/2017
	** 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.