READING INTERNATIONAL INC — Director's Dealing 2023

Apr 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: READING INTERNATIONAL INC (RDI)
CIK: 0000716634
Period of Report: 2023-04-05

Reporting Person: Tompkins Sidney Craig (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-05	Class A Non-Voting Common Stock	M	5678	—	Acquired	20775	Direct
2023-04-05	Class A Non-Voting Common Stock	F	2905	—	Disposed	17870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-05	Restricted Stock Units	$	M	5678	Disposed		Class A Non-Voting Common Stock (5678)	Direct
2023-04-05	Restricted Stock Units (Performance-based) (Class A Non-Voti	$	A	378	Acquired		Class A Non-Voting Common Stock (378)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Non-Voting Common Stock	55825	Indirect

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: A total of 30,280 restricted stock units were granted on April 5, 2021 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 22,710 restricted stock units vest in four equal annual installments commencing on April 5, 2022, April 5, 2023, April 5, 2024 and April 5, 2025 and (ii) 7,570 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 5, 2024 provided that (a) the reporting person has not undergone a termination of his 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, 2021, such determination to be made before March 10, 2022;

F3: and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2022 and 2023) 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, 2024 the percentage of the PRSU Criteria which has been met for the calendar years 2022 and 2023. On March 9, 2022, the Committee determined and certified that the reporting person met 100% of the PRSU Criteria for the year ended December 31, 2021. On March 9, 2023, the Committee determined and certified that the reporting person met 15% of PRSU criteria for the year ended December 31, 2022.