READING INTERNATIONAL INC — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: READING INTERNATIONAL INC (RDI)
CIK: 0000716634
Period of Report: 2021-03-10

Reporting Person: MATYCZYNSKI ANDRZEJ J (EVP - Global Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Class A Non-Voting Common Stock	M	3067	—	Acquired	35203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-10	Restricted Stock Units	$	M	3067	Disposed		Class A Non-Voting Common Stock (3067)	Direct
2021-03-10	Restricted Stock Units (Performance-based)	$	A	1363	Acquired		Class A Non-Voting Common Stock (1363)	Direct

Footnotes

F1: Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.

F2: As previously reported, a total of 16,353 restricted stock units were granted on March 10, 2020 pursuant to the Company's 2010 Stock Incentive Plan. Of that amount, (i) 12,265 restricted stock units vest in four equal annual installments commencing on March 10, 2021, March 10, 2022, March 10, 2023, and March 10, 2024; and (ii) 4,088 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, March 10, 2023; provided that (a) the reporting person has not undergone a termination of her service at the vesting date (or earlier accelerating event), and (b)(1) one-third of the performance criteria (PRSU Criteria) has been met and certified by the Compensation and Stock Option Committee (Committee) for the year ended December 31, 2020, such determination to be made before March 10, 2021;

F3: and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2021 and 2022) under objective performance criteria to be established by the Committee, and shall be subject to the certification by the Committee that such PRSU Criteria, or portion thereof (stated as a percentage), has been met. The Committee must certify on or before March 10, 2023 the percentage of the PRSU Criteria which has been met for the calendar years 2021 and 2022. On March 10, 2021, the Committee determined and certified that the reporting person met 100% of the PRSU Criteria for the year ended December 31, 2020. The reporting person previously reported all 16,353 restricted stock units (including 4,088 PRSUs) in Table II of his Form 4 dated March 12, 2020.