Cotter Margaret Form 4 READING INTERNATIONAL / MARGARET COTTER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COTTER MARGARET

(Last) (First) (Middle)

5995 SEPULVEDA BLVD

SUITE 300

(Street)

CULVER CITY CA 90230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
EVP, Real Estate Development

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Non-Voting Common Stock								815,214	D
Class B Voting Stock								35,100	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/14/2019		A		3,872		(2)	(2)	Class A Non-Voting Common Stock	3,872	$0	3,872	D
Stock Option; Right to Buy; Class A Non-Voting Common Stock	$16.14	03/14/2019		A		17,806		(2)	(2)	Class A Non-Voting Common Stock	17,806	$0	17,806	D
Restricted Stock Units	(1)							(3)	(3)	Class A Non-Voting Common Stock	3,667		3,667	D
Stock Options; Right to Buy; Class A Non-Voting Common Stock	$16.36							(3)	04/12/2023	Class A Non-Voting Common Stock	15,831		15,831	D
Restricted Stock Units	(1)							(4)	(4)	Class A Non-Voting Common Stock	2,817		2,817	D
Stock Options; Right to Buy; Class A Non-Voting Common Stock	$15.97							(5)	03/22/2022	Class A Non-Voting Common Stock	13,005		13,005	D
Restricted Stock Units	(1)							(6)	(6)	Class A Non-Voting Common Stock	1,046		1,046	D
Stock Options; Right to Buy; Class A Non-Voting Common Stock	$11.95							(7)	03/09/2021	3/9/2021	4,980		4,980	D

Explanation of Responses:

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

2. Granted 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.

3. Granted 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, April 13, 2018.

4. Granted 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, March 23, 2017. Original grant was for 3,757 restricted stock units. The first installment vested on March 23, 2018, and the next three installments vest on March 23, 2019, March 23, 2020 and March 23, 2021.

5. Granted 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, March 23, 2017. Original grant was for 17,341 stock options. The first installment became exercisable on March 23, 2018, and the next three installments become exercisable on March 23, 2019, March 23, 2020 and March 23, 2021.

6. Granted 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, March 10, 2016. Original grant was for 4,184 restricted stock units. The three installments vested on March 10, 2017, March 10, 2018, March 10, 2019. The last installment will vest on March 10, 2020.

7. Granted 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, March 10,2016. Original grant was for 19,921 stock options. The first three installments became exercisable on March 10, 2017, March 10, 2018 and March 10, 2019. The last installment becomes exercisable on March 10, 2020.

	/s/ Margaret Cotter	03/18/2019
	** Signature of Reporting Person	Date
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