READING INTERNATIONAL INC — Director's Dealing 2015

Oct 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: READING INTERNATIONAL INC (RDI)
CIK: 0000716634
Period of Report: 2015-04-08

Reporting Person: COTTER MARGARET (Director, 10% Owner, Member of Sec.13(d)(3) Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-08	Class A Non-Voting Common Stock	F	3503	$13.81	Disposed	814097	Direct
2015-04-08	Class A Non-Voting Common Stock	M	12500	$3.87	Acquired	826597	Direct
2015-04-17	Class A Non-Voting Common Stock	F	22424	$13.25	Disposed	804173	Direct
2014-12-31	Class A Non-Voting Common Stock	A	160643	$7.47	Acquired	408263	Indirect
2015-09-21	Class A Non-Voting Common Stock	F	81463	$12.57	Disposed	326800	Indirect
2015-04-17	Class B Voting Common Stock	M	17550	$8.32	Acquired	17550	Direct
2015-04-17	Class B Voting Common Stock	M	17550	$8.61	Acquired	35100	Direct
2015-09-21	Class B Voting Common Stock	M	100000	$10.24	Acquired	427808	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-08	Stock Option (Right to Buy)	$3.87	M	12500	Disposed	2015-07-05	Class A Non-Voting Common Stock (12500)	Direct
2015-04-17	Stock Option (Right to Buy)	$8.32	M	8775	Disposed	2020-09-15	Class B Voting Common Stock (8775)	Direct
2015-04-17	Stock Option (Right to Buy)	$8.32	M	8775	Disposed	2020-09-14	Class B Voting Common Stock (8775)	Direct
2015-04-17	Stock Option (Right to Buy)	$8.61	M	17550	Disposed	2020-09-15	Class B Voting Common Stock (17550)	Direct
2015-09-21	Stock Option (Right to Buy)	$10.24	M	100000	Disposed	2017-05-09	Class B Voting Common Stock (100000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Non-Voting Common Stock	1897649	Indirect
Class A Non-Voting Common Stock	289390	Indirect
Class A Non-Voting Common Stock	102751	Indirect
Class B Voting Common Stock	278432	Indirect

Footnotes

F1: Represents Class A Non-Voting Common Stock shares returned to Reading International, Inc. (the "Company") for payment of the exercise price in connection with the reporting person's exercise of vested stock options to acquire 12,500 shares of Class A Non-Voting Common Stock on April 8, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the reporting person.

F2: Currently exercisable.

F3: See Exhibit 99.1

F4: Ms. Margaret Cotter was appointed co-executor of the Estate of James J. Cotter, Sr. (the "Estate") by order of the District Court of Clark County, Nevada on December 22, 2014. As co-executor of the Estate, Ms. Margaret Cotter is deemed to be an indirect beneficial owner of both the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Estate. Ms. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

F5: Represents Class A Non-Voting Common Stock shares returned to the Company for payment of the exercise price in connection with the Estate's exercise of vested stock options to acquire 100,000 shares of Class B Voting Common Stock on September 21, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the Estate.

F6: All reported transactions are exempt pursuant to Rule 16a-2(d).

F7: On September 21, 2015, the Compensation and Stock Options Committee of the Company approved the exercise by the Estate of the options to acquire 100,000 shares of Class B Voting Common Stock.

F8: Represents Class A Voting Common Stock shares returned to the Company for payment of the exercise price in connection with the reporting person's exercise of vested stock options to acquire 35,100 shares of Class B Voting Common Stock on April 17, 2015. There was no open market sale of such Class A Voting Common Stock shares by the reporting person.

F9: Ms. Margaret Cotter is a co-trustee of the James J. Cotter Grandchildren Trust, a trust for Mr. James J. Cotter, Sr.'s grandchildren, and may be deemed to be an indirect beneficial owner of the Class A Non-Voting Common Stock directly beneficially owned by such trust. Ms. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

F10: Ms. Margaret Cotter is a co-trustee of the James J. Cotter Foundation (the "Foundation") and may be deemed to be an indirect beneficial owner of the Class A Non-Voting Common Stock directly beneficially owned by the Foundation. Ms. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

F11: Represents shares of Class A Non-Voting Common Stock issued as compensation for Mr. James J. Cotter, Sr.'s services performed prior to his death on September 13, 2014 as an officer and director of the Company. The price was the closing price of Class A Non-Voting Common Stock on February 27, 2014 ($7.47), the date that the Company's Compensation and Stock Options Committee approved the stock bonus in the amount of $1,200,000.