SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

COTTER JAMES J

(Last)

(First)

(Middle)

500 CITADEL DRIVE

SUITE 300

(Street)

COMMERCE

90040

(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)
	Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Nonvoting Common Stock	12/31/2008		A4	15,133	A	$0	2,346,180⁽¹⁾	I	James J. Cotter Living Trust
Class A Nonvoting Common Stock	12/31/2008		A4	17,518	A	$0	2,346,180⁽¹⁾	I	James J. Cotter Living Trust
Class A Nonvoting Common Stock	12/31/2008		A4	66,050	A	$0	2,346,180⁽¹⁾	I	James J. Cotter Living Trust
Class A Nonvoting Common Stock							768,076⁽²⁾	I	Hecco Ventures I
Class A Nonvoting Common Stock							29,730	I	Profit Sharing Plan
Class A Nonvoting Common Stock							10,000	I	Cotter Enterprises, LLC
Class A Nonvoting Common Stock	06/24/2008		J4⁽³⁾	16,272	D	$9.6	0	I	Hecco Ventures II
Class A Nonvoting Common Stock	06/24/2008		J4⁽³⁾	781,434	D	$0	0	I	Hecco Ventures II

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects gift of 3,024 shares on January 6, 2009.

2. Mr. Cotter holds a 40% interest in James J. Cotter Ltd, which holds a 20% interest in Hecco Ventures I ("Hecco I"). Hecco I owns 768,076 shares of Reading International, Inc. class A nonvoting common stock.

3. On June 24, 2008, Hecco Ventures II ("Hecco II") liquidated. In connection with that liquidation, (i) 797,706 shares of Reading International, Inc. class A common stock were transferred to the partners of Hecco II, and in one case, to an affiliate of two of the partners (Cinerama, Inc. and Michael Forman) and (ii) the capital account of James J. Cotter Ltd ("JJC Ltd") (a partnership in which Mr. Cotter holds a 40% interest) received a book profits allocation of $110,234 to partially restore its negative capital account. The remaining partnership interests in JJC Ltd are held by Mr. Cotter's adult children, Ellen Cotter, Margaret Cotter, and James J. Cotter, Jr.

Remarks:

	/s/ James J. Cotter	02/17/2009
	** 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).
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