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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Shamrock Capital Growth Fund II L P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RealD Inc. [ RLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/04/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Common Stock	08/04/2010		A		7,500	A	$0	7,500	I	See Footnote(1)
Common Stock								5,396,475	D(2)

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

1. Name and Address of Reporting Person* Shamrock Capital Growth Fund II L P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shamrock Capital Partners II, LLC (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROYER STEPHEN D (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLD STANLEY P (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE (Street) BURBANK CA 91505 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are owned directly by Stephen D. Royer. Stephen D. Royer is a director of the Issuer and received this grant of securities in connection with his service as a director. Mr. Royer is the Executive Vice President of Shamrock Capital Growth Fund II, L.P ("SCGF II"). SCGF II has made an investment in the Issuer. Pursuant to SCGF II's limited partnership agreements, any director compensation received by an employee of SCGF II or its advisor related to an entity in which SCGF II has invested shall be for the benefit of SCGF II or its advisor. Such amounts shall reduce certain fees and expenses of SCGF II. Mr. Royer disclaims beneficial ownership of the securities, except for that portion of any proceeds from the sale of such securities necessary for Mr. Royer to satisfy any tax liabilities related thereto. These securities being reported herein were also reported on Mr. Royer's Form 4 filed with the Securities and Exchange Commission on August 4, 2010.

2. Shamrock Capital Partners II, L.L.C. ("SCP II") is the General Partner of SCGF II. Stephen D. Royer and Stanley P. Gold are the members of the Board of Managers of SCP II. Each of SCP II, Stephen D. Royer and Stanley P. Gold may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the securities which are the subject of this report (collectively, the "Issuer Securities") and a "ten percent holder" thereunder. Each of SCP II, Stephen D. Royer and Stanley P. Gold disclaims beneficial ownership of the Issuer Securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that each of SCP II, Stephen D. Royer or Stanley P. Gold is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Stephen D. Royer is a director of the Issuer and each of SCP II and SCGF II (both, as defined herein), may be deemed a director of the Issuer by virtue of their relationship with Stephen D. Royer. This report is being jointly filed by Stephen D. Royer, Stanley P. Gold, SCP II and SCGF II.

	/s/ Stephen D. Royer	08/04/2010
	/s/ Stanley P.Gold	08/04/2010
	SHAMROCK CAPITAL GROWTH FUND II, L.P. By: Shamrock Capital Partners II, L.L.C., its General Partner By: /s/ Stephen D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers	08/04/2010
	SHAMROCK CAPITAL PARTNERS II, L.L.C. By: /s/ Stephen D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers	08/04/2010
	** 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).
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