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 ELLEN M (Director, Director, President and CEO, 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	2750	—	Acquired	791591	Direct
2021-04-13	Class A Non-Voting Common Stock	F	926	$6.38	Disposed	790665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-13	Restricted Stock Units	$	M	2750	Disposed		Class A Non-Voting Common Stock (2750)	Direct

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

F5: 11,002 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.