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^*

Tompkins Sidney Craig

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2018

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	08/29/2018		M		1,849	A	⁽¹⁾	5,137	D
Class A Nonvoting Common Stock	08/29/2018		F		916	D	$16.15	4,221	D
Class A Non-Voting Stock								55,825	I	Various retirement accounts

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)
Restricted Stock Units	⁽¹⁾	08/29/2018		M		1,849		⁽²⁾	⁽²⁾	Class A Non-Voting Common Stock	1,849	$0	3,696	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$15.67							⁽³⁾	08/28/2022	Class A Non-Voting Common Stock	⁽³⁾		19,921	D
Restricted Stock Units	⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Class A Non-Voting Common Stock	⁽⁴⁾		2,817	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$15.97							⁽⁵⁾	03/22/2022	Class A Non-Voting Common Stock	⁽⁵⁾		17,341	D
Restricted Stock Units	⁽¹⁾							⁽⁶⁾	⁽⁶⁾	Class A Non-Voting Common Stock	⁽⁶⁾		3,649	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$16.44							⁽⁷⁾	04/11/2023	Class A Non-Voting Common Stock	⁽⁷⁾		15,748	D

Explanation of Responses:

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

2. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, August 29, 2017. Original grant was for 7,394 restricted stock units. The first and second installments vested on August 29, 2017 and August 28, 2018, respectively. The next remaining installments vest on August 29, 2019 and August 29, 2020.

3. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, August 29, 2017. Original grant was for 19,921 stock options. The first and second installments became exercisable on August 29, 2017 and August 29, 2018, respectively. The remaining installments become exercisable on August 29, 2019 and August 29, 2020.

4. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 23, 2017. Original grant was for 3,757 restricted stock units. The first installment vested on March 23, 2018, and the remaining installments vest on March 23, 2019, March 23, 2020 and March 23, 2021.

5. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, March 23, 2017. Original grant was for 17,341 stock options. The first installment became exercisable on March 23, 2018. The remaining installments become exercisable on March 23, 2019, March 23, 2020 and March 23, 2021.

6. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, April 12, 2018. The restricted stock units vest on April 12, 2019, April 12, 2020, April 12, 2021 and April 12, 2022.

7. Granted pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant, April 12, 2018. The options become exercisable on April 12, 2019, April 12, 2020, April 12, 2021 and April 12, 2022.

	/s/ S. Craig Tompkins	08/30/2018
	** 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).
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