0001140361-13-039378.txt : 20131023 0001140361-13-039378.hdr.sgml : 20131023 20131023170745 ACCESSION NUMBER: 0001140361-13-039378 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120907 FILED AS OF DATE: 20131023 DATE AS OF CHANGE: 20131023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: READING INTERNATIONAL INC CENTRAL INDEX KEY: 0000716634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 953885184 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 213 235 2240 MAIL ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL HOLDING CORP DATE OF NAME CHANGE: 19941216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COTTER JAMES J CENTRAL INDEX KEY: 0000904763 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08625 FILM NUMBER: 131166247 MAIL ADDRESS: STREET 1: 500 CITADEL DRIVE STREET 2: SUITE 300 CITY: COMMERCE STATE: CA ZIP: 90040 4 1 doc1.xml FORM 4 X0306 4 2012-09-07 0 0000716634 READING INTERNATIONAL INC RDI 0000904763 COTTER JAMES J 6100 CENTER DRIVE SUITE 900 LOS ANGELES CA 90045 1 1 1 0 Chief Executive Officer Class A Common Stock Non-Voting 2012-09-07 4 J 0 990000 6423510 A 3952388 I Cotter Enterprises, LLC Class A Common Stock Non-Voting 2013-07-01 4 G 0 4500 6.34 D 3947888 I James J. Cotter Foundation Class A Common Stock Non-Voting 2013-10-21 4 J 0 990000 4553010 D 2957888 I Cotter Enterprises, LLC On September 7, 2012 and October 21, 2013, Mr. Cotter effected a restructuring of Cotter Enterprises, LLC., a family owned limited liability company ("CE" and the "Restructuring" respectively). CE is the owner of 1,000,000 shares of Reading Class A Common Stock. Pursuant to the Restructuring, Mr. Cotter was from September 7, 2012 through October 21, 2013, the holder of a pecuniary interest in such 1,000,000 shares. On October 21, 2013, a 99% membership interest (the "Membership Interest") was transferred to a trust for the benefit of Mr. Cotter's children. Accordingly, Mr. Cotter no longer has a pecuniary interest in 99% of the shares owned by CE. The dollar amounts shown above as the transfer price of such pecuniary interest reflect the value of Membership Interest transferred, which is a discount to the value of the underlying shares, such discount being attributable to the fact that such 99% Membership Interest is an illiquid, non-controlling interest with material limitations on transferability. The net effect of the Restructuring is that Mr. Cotter's pecuniary interest in the 1,000,000 shares held by CE is the same currently as it was prior to September 7, 2012. Gifted to Non-Profit The purchase agreement with respect to the sale of the membership interest provides that the interest transferred will be independently appraised, and that the purchase price will be adjusted to reflect the results of this appraisal. /s/ James J. Cotter 2013-10-23