READING INTERNATIONAL INC — Director's Dealing 2021

Apr 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: READING INTERNATIONAL INC (RDI)
CIK: 0000716634
Period of Report: 2021-04-12

Reporting Person: COTTER MARGARET (Director, Chairperson, EVP - RE Dev/NY, 10% Owner, Member of Sec.13(d)(3) Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-12	Class A Non-Voting Common Stock	S	4000	$6.4009	Disposed	1560649	Indirect
2021-04-13	Class A Non-Voting Common Stock	S	4000	$6.3208	Disposed	1556649	Indirect
2021-04-14	Class A Non-Voting Common Stock	S	4000	$6.3973	Disposed	1552649	Indirect
2021-04-13	Class A Non-Voting Common Stock	M	917	—	Acquired	759876	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-13	Restricted Stock Units	$	M	917	Disposed		Class A Non-Voting Common Stock (917)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Non-Voting Common Stock	84956	Indirect

Footnotes

F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the James J. Cotter Living Trust (the "Trust") on December 23, 2019.

F2: Margaret Cotter is a co-trustee of the Trust, a trust organized under the laws of CA. During the lifetime of James J. Cotter, Sr., the Trust was revocable by James J. Cotter, Sr., but the Trust became irrevocable upon the death of James J. Cotter, Sr. on September 13, 2014. The Trust serves as a vehicle for the management and distribution of the assets of James J. Cotter, Sr. Ellen Cotter and Margaret Cotter, acting together as co-trustees of the Trust, may be deemed to share voting and investment power over the shares of the Class A Non-Voting Common Stock directly beneficially owned by the Trust. Margaret Cotter disclaims beneficial ownership of the Class A Non-Voting Common Stock directly beneficially owned by the Trust and reported herein, except to the extent of her pecuniary interest therein. The extent of any pecuniary interest in Class A Non-Voting Common Stock to Margaret Cotter is dependent on certain factors yet to be resolved and is not currently known.

F3: The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to Reading International, Inc. ("Reading"), any security holder of Reading, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. These shares were sold in multiple transactions at prices ranging from:
(a) on April 12, 2021, $6.375 to $6.60, inclusive?
(b) on April 13, 2021, $6.26 to $6.43, inclusive; and
(c) on April 14, 2021, $6.34 to $6.48, inclusive.

F4: As per joint stipulation and court order, Margaret Cotter and James J. Cotter Jr., co-trustees of the James J. Cotter Grandchildren Trust, a trust established for James J. Cotter Sr.'s grandchildren, divided the trust into two separate trusts whereby each is the sole trustee of their children's education trust. Margaret Cotter is the sole-trustee of the James J. Cotter Education Trust #1 (the "Trust"), and may be deemed to be indirect beneficial owners of the Class A Non-voting Common Stock directly beneficially owned by such Trust. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

F5: Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.

F6: 3,667 restricted stock units granted on April 13, 2018 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. The installments vest on April 13, 2019, April 13, 2020, April 13, 2021, and April 13, 2022.