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^*

COTTER ELLEN M

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2019

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	03/23/2019		M		2,818	A	⁽¹⁾	822,206	D
Class A Nonvoting Common Stock	03/23/2019		F		974	D	$15.65	821,232	D
Class A Non-Voting Common Stock								819,388	D
Class B Voting Stock								50,000	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)
Restricted Stock Units	⁽¹⁾	03/23/2019		M			2,818	⁽²⁾	⁽²⁾	Class A Non-Voting Stock	8,453	$0	5,635	D
Restricted Stock Units	⁽¹⁾							⁽³⁾	⁽³⁾	Class A Non-Voting Common Stock	19,455		19,455	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$16.14							⁽³⁾	03/13/2024	Class A Non-Voting Common Stock	89,459		89,459	D
Restricted Stock Units	⁽¹⁾							⁽⁴⁾	⁽⁴⁾	Class A Non-Voting Common Stock	11,002		11,002	D
Stock Options; Right to Buy; Class A Non-Voting Common Stock	$16.36							⁽⁴⁾	04/12/2023	Class A Non-Voting Common Stock	47,493		47,493	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$15.97							⁽⁵⁾	03/22/2022	Class A Non-Voting Common Stock	39,017		39,017	D
Restricted Stock Units	⁽¹⁾							⁽⁶⁾	⁽⁶⁾	Class A Non-Voting Common Stock	3,138		3,138	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$11.95							⁽⁷⁾	03/09/2021	Class A Non-Voting Common Stock	14,940		14,940	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 on 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, March 23, 2017. Original grant was for 11,271 restricted stock units. The first and second installments vested on March 23, 2018 and March 23, 2019, and the next two installments vest on March 23, 2020 and March 23, 2021.

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, March 14, 2019.

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, April 13, 2018.

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 52,023 stock options. The first and second installments became exercisable on March 23, 2018 and March 23, 2019, and the next two installments become exercisable on 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, March 10, 2016. Original grant was for 12,552 restricted stock units. The first three installments vested on March 10, 2017, March 10, 2018, March 10, 2019. The last installment will vest on March 10, 2020.

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, March 10, 2016. Original grant was for 59,763 stock options. The first three installments became exercisable on March 10, 2017, March 10, 2018 and March 10, 2019. The last installment becomes exercisable on March 10, 2020.

	/s/ Ellen Cotter	03/27/2019
	** 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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