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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/16/2015 | F(6) | 37,400 | D | $13.69 | 799,765 | D | |||
Class A Non-Voting Common Stock | 1,897,649(1) | I | Co-trustee and beneficiary for the James J. Cotter Living Trust(1) | |||||||
Class A Non-Voting Common Stock | 102,751(8) | I | Co-trustee of James J. Cotter Foundation | |||||||
Class A Non-Voting Common Stock | 12/31/2014 | A(5)(9) | V | 160,643 | A | $7.47(9) | 408,263 | I | Co-executor for the Estate of James J. Cotter, Sr.(2) | |
Class A Non-Voting Common Stock | 09/21/2015 | F(4)(5) | V | 81,463 | D | $12.57 | 326,800 | I | Co-executor for the Estate of James J. Cotter, Sr.(2) | |
Class B Voting Common Stock | 04/16/2015 | M | 50,000 | A | $10.24 | 50,000 | D | |||
Class B Voting Common Stock | 696,080(1) | I | Co-trustee for the James J. Cotter Living Trust(1) | |||||||
Class B Voting Common Stock | 09/21/2015 | M(3)(5) | V | 100,000 | A | $10.24 | 427,808 | I | Co-executor for the Estate of James J. Cotter, Sr.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $10.24 | 09/21/2015 | M(3)(5) | V | 100,000 | (7) | 05/09/2017 | Class B Voting Common Stock | 100,000 | $0 | 0 | I | Co-executor for the Estate of James J. Cotter, Sr.(2) | ||
Stock Option (Right to Buy) | $10.24 | 04/16/2015 | M | 50,000 | (7) | 05/09/2017 | Class B Voting Common Stock | 50,000 | $0 | 0 | D |
Explanation of Responses: |
1. See Exhibit 99.1 |
2. Ms. Ellen Cotter was appointed co-executor of the Estate of James J. Cotter, Sr. (the "Estate") by order of the District Court of Clark County, Nevada (the "District Court") on December 22, 2014. As co-executor of the Estate, Ms. Ellen Cotter is deemed to be an indirect beneficial owner of both the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Estate. Ms. Ellen Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. |
3. On September 21, 2015, the Compensation and Stock Options Committee of Reading International, Inc. (the "Company") approved the exercise by the Estate of the options to acquire 100,000 shares of Class B Voting Common Stock. |
4. Represents Class A Non-Voting Common Stock shares returned to the Company for payment of the exercise price in connection with the Estate's exercise of vested stock options to acquire 100,000 shares of Class B Voting Common Stock on September 21, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the Estate. |
5. All reported transactions are exempt pursuant to Rule 16a-2(d). |
6. Represents Class A Non-Voting Common Stock shares returned to the Company for payment of the exercise price in connection with the reporting person's exercise of vested stock options to acquire 50,000 shares of Class B Voting Common Stock on April 16, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the reporting person. |
7. Currently exercisable. |
8. Ms. Ellen Cotter is a co-trustee of the James J. Cotter Foundation (the "Foundation") and may be deemed to be an indirect beneficial owner of the Class A Non-Voting Common Stock directly beneficially owned by the Foundation. Ms. Ellen Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. |
9. Represents shares of Class A Non-Voting Common Stock issued as compensation for Mr. James J. Cotter, Sr.'s services performed prior to his death on September 13, 2014 as an officer and director of the Company. The price was the closing price of Class A Non-Voting Common Stock on February 27, 2014 ($7.47), the date that the Company's Compensation and Stock Options Committee approved the stock bonus in the amount of $1,200,000. |
Remarks: |
/s/ Ellen Cotter | 10/09/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |