<SEC-DOCUMENT>0001340807-13-000010.txt : 20130214
<SEC-HEADER>0001340807-13-000010.hdr.sgml : 20130214
<ACCEPTANCE-DATETIME>20130214170247
ACCESSION NUMBER:		0001340807-13-000010
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130214
DATE AS OF CHANGE:		20130214

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RealD Inc.
		CENTRAL INDEX KEY:			0001327471
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				770620426
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85582
		FILM NUMBER:		13615582

	BUSINESS ADDRESS:	
		STREET 1:		100 NORTH CRESCENT DRIVE
		STREET 2:		SUITE 200
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90210
		BUSINESS PHONE:		(310) 385-4000

	MAIL ADDRESS:	
		STREET 1:		100 NORTH CRESCENT DRIVE
		STREET 2:		SUITE 200
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Real D
		DATE OF NAME CHANGE:	20050518

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Bares Capital Management, Inc.
		CENTRAL INDEX KEY:			0001340807
		IRS NUMBER:				742961140
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		221 W 6TH STREET
		STREET 2:		SUITE 1225
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78701
		BUSINESS PHONE:		512-542-1083

	MAIL ADDRESS:	
		STREET 1:		221 W 6TH STREET
		STREET 2:		SUITE 1225
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78701
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>rld13g.txt
<DESCRIPTION>2012-12-31 RLD 13G
<TEXT>
SCHEDULE 13G

                        Under the Securities and Exchange Act of 1934

                                       (Amendment No.)

                                          RealD, Inc.
                                       (Name of Issuer)

                                        Common stock
                                (Title of Class of Securities)

                                          75604L105
                                        (CUSIP Number)

                                          12/31/2012
                                        (Date of Event)

Check the appropriate box to designate the rule pursuant
to which this schedule is filed:

[X]  Rule 13d-1    (b)
[ ]  Rule 13d-1    (c)
[ ]  Rule 13d-1    (d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes.)

1 NAME OF REPORTING PERSON
  S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Bares Capital Management, Inc.
  TAX # 742961140

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  A
  B x

3 SEC USE ONLY


4 CITIZENSHIP OR PLACE OF ORGANIZATION

  USA, Texas

5 SOLE VOTING POWER

  170,810

6 SHARED VOTING POWER

  2,794,917

7 SOLE DISPOSITIVE POWER

  170,810

8 SHARED DISPOSITIVE POWER

  2,794,917

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,965,727


10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

   N/A

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   5.76%

12 TYPE OF REPORTING PERSON*

   IA

Item 1.

  (a) Name of Issuer

      RealD, Inc.

  (b) Address of Issuer's Principal Executive Offices

      100 North Crescent Drive, Suite 200
      Beverly Hills, CA 90210

Item 2.

  (a) Name of Person Filing

      Bares Capital Management, Inc.

  (b) Address of Principal Business Office or, if none, Residence

      12600 Hill Country Blvd, Suite R-230
      Austin, TX 78738

  (c) Citizenship

      USA

  (d) Title of Class of Securities

      Common stock

  (e) CUSIP Number

      75604L105

Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b),
check whether the person filing is a:

 (a) [ ] Broker or Dealer registered under Section 15 of the Act

 (b) [ ] Bank as defined in section 3(a)(6) of the Act

 (c) [ ] Insurance Company as defined in section 3(a)(19) of the act

 (d) [ ] Investment Company registered under section 8 of the
         Investment Company Act

 (e) [X] Investment Adviser registered under section 203 of the
         Investment Advisers Act of 1940

 (f) [ ] Employee Benefit Plan, Pension Fund which is subject
         to the provisions of the Employee Retirement Income
         Security Act of 1974 or Endowment Fund; see
         240.13d-l(b)(l)(ii)(F)

 (g) [ ] Parent Holding Company, in accordance with
         240.13d-l(b)(ii)(G) (Note: See Item 7)

 (h) [ ] Group, in accordance with 240.13d-l(b)(l)(ii)(H)

Item 4. Ownership

  (a) Amount Beneficially Owned

      2,965,727

  (b) Percent of Class

      5.76%

  (c) Number of shares as to which such person has:

    (i)   sole power to vote or to direct the vote

          170,810

    (ii)  shared power to vote or to direct the vote

          2,794,917

    (iii) sole power to dispose or to direct the disposition of

          170,810

    (iv)  shared power to dispose or to direct the disposition of

          2,794,917

Item 5. [ ] Ownership of Five Percent or Less of a Class.

Item 6. [ ] Ownership of More than Five Percent on Behalf of Another Person

Item 7. [ ] Identification and Classification of the Subsidiary Which
            Acquired the Security Being Reported on By the Parent
            Holding Company

Item 8. [ ] Identification and Classification of Members of the Group

Item 9. [ ] Notice of Dissolution of Group

Item 10.[ ] Certification


After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

                                        Date
                                        02/14/2013
                                        Signature
                                        /s/Brian T. Bares
                                        Brian T. Bares
                                        President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>