0001140361-15-037383.txt : 20151009 0001140361-15-037383.hdr.sgml : 20151009 20151009172112 ACCESSION NUMBER: 0001140361-15-037383 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150408 FILED AS OF DATE: 20151009 DATE AS OF CHANGE: 20151009 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: 0114 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 MARGARET CENTRAL INDEX KEY: 0001193738 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08625 FILM NUMBER: 151153984 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 2015-04-08 0 0000716634 READING INTERNATIONAL INC RDI 0001193738 COTTER MARGARET 6100 CENTER DRIVE SUITE 900 LOS ANGELES CA 90045 1 0 1 1 Member of Sec.13(d)(3) Group Class A Non-Voting Common Stock 2015-04-08 4 F 0 3503 13.81 D 814097 D Class A Non-Voting Common Stock 2015-04-08 4 M 0 12500 3.87 A 826597 D Class A Non-Voting Common Stock 2015-04-17 4 F 0 22424 13.25 D 804173 D Class A Non-Voting Common Stock 1897649 I Co-trustee and beneficiary for the James J. Cotter Living Trust Class A Non-Voting Common Stock 289390 I Co-trustee of James J. Cotter Grandchildren Trust Class A Non-Voting Common Stock 102751 I Co-trustee of James J. Cotter Foundation Class A Non-Voting Common Stock 2014-12-31 5 A 0 160643 7.47 A 408263 I Co-executor for the Estate of James J. Cotter, Sr. Class A Non-Voting Common Stock 2015-09-21 5 F 0 81463 12.57 D 326800 I Co-executor for the Estate of James J. Cotter, Sr. Class B Voting Common Stock 2015-04-17 4 M 0 17550 8.32 A 17550 D Class B Voting Common Stock 2015-04-17 4 M 0 17550 8.61 A 35100 D Class B Voting Common Stock 278432 I Co-trustee and beneficiary for the James J. Cotter Living Trust Class B Voting Common Stock 2015-09-21 5 M 0 100000 10.24 A 427808 I Co-executor for the Estate of James J. Cotter, Sr. Stock Option (Right to Buy) 3.87 2015-04-08 4 M 0 12500 0 D 2015-07-05 Class A Non-Voting Common Stock 12500 0 D Stock Option (Right to Buy) 8.32 2015-04-17 4 M 0 8775 0 D 2020-09-15 Class B Voting Common Stock 8775 0 D Stock Option (Right to Buy) 8.32 2015-04-17 4 M 0 8775 0 D 2020-09-14 Class B Voting Common Stock 8775 0 D Stock Option (Right to Buy) 8.61 2015-04-17 4 M 0 17550 0 D 2020-09-15 Class B Voting Common Stock 17550 0 D Stock Option (Right to Buy) 10.24 2015-09-21 5 M 0 100000 0 D 2017-05-09 Class B Voting Common Stock 100000 0 I Co-executor for the Estate of James J. Cotter, Sr. Represents Class A Non-Voting Common Stock shares returned to Reading International, Inc. (the "Company") for payment of the exercise price in connection with the reporting person's exercise of vested stock options to acquire 12,500 shares of Class A Non-Voting Common Stock on April 8, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the reporting person. Currently exercisable. See Exhibit 99.1 Ms. Margaret 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 on December 22, 2014. As co-executor of the Estate, Ms. Margaret 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. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. 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. All reported transactions are exempt pursuant to Rule 16a-2(d). On September 21, 2015, the Compensation and Stock Options Committee of the Company approved the exercise by the Estate of the options to acquire 100,000 shares of Class B Voting Common Stock. Represents Class A 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 35,100 shares of Class B Voting Common Stock on April 17, 2015. There was no open market sale of such Class A Voting Common Stock shares by the reporting person. Ms. Margaret Cotter is a co-trustee of the James J. Cotter Grandchildren Trust, a trust for Mr. James J. Cotter, Sr.'s grandchildren, and may be deemed to be an indirect beneficial owner of the Class A Non-Voting Common Stock directly beneficially owned by such trust. Ms. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. Ms. Margaret 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. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. 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. /s/ Margaret Cotter 2015-10-09 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
(3) Ms. Margaret Cotter is a co-trustee and a beneficiary of the James J. Cotter Living Trust (the “Trust”), a trust organized under the laws of California. During the lifetime of Mr. James J. Cotter, Sr., the Trust was revocable by Mr. James J. Cotter, Sr., but the Trust became irrevocable upon the death of Mr. James J. Cotter, Sr. on September 13, 2014. The Trust serves as a vehicle for the management and distribution of the assets of Mr. James J. Cotter, Sr. As of the date hereof, the Trust directly owns 1,897,649 shares of Class A Non-Voting Common Stock and 696,080 shares of Class B Voting Common Stock. According to a purported Amendment to the Trust signed on June 19, 2014 (“2014 Amendment”), the children of Mr. James J. Cotter, Sr., including Ms. Margaret Cotter, Ms. Ellen Cotter and Mr. James J. Cotter, Jr., serve as co-trustees of the Trust and therefore are deemed to share voting and investment power over the shares of the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Trust. In litigation filed in the Superior Court of the State of California, County of Los Angeles, captioned In re James J. Cotter Living Trust dated August 1, 2000 (Case No. BP159755) (“Trust Litigation”), Ms. Ellen Cotter and Ms. Margaret Cotter have challenged the validity of the 2014 Amendment; according to the pre-existing trust agreement, only Ms. Ellen Cotter and Ms. Margaret Cotter were named as co-trustees.  Even under the 2014 Amendment, however,  Ms. Ellen Cotter and Ms. Margaret Cotter, acting together as co-trustees of the Trust, have voting and investment power over the shares of the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Trust. Ms. Margaret Cotter disclaims beneficial ownership of the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Trust and reported herein, except to the extent of her pecuniary interest therein. The extent of any pecuniary interest in Class A Non-Voting Common Stock to Ms. Margaret Cotter is dependent on certain factors yet to be resolved, and is not currently known. The Class B Voting Common Stock is held for the benefit of Mr. James J. Cotter, Sr.’s grandchildren. Ms. Margaret Cotter, due to the status of her children as beneficiaries with respect to the Class B Voting Stock, has a pecuniary interest equal to her children’s pecuniary interest in such securities, currently 40%. The extent of any pecuniary interest in any Class B Voting Common Stock owned by the Trust attributable to Ms. Margaret Cotter and Ms. Ellen Cotter, as co-trustees of the Trust, is dependent upon the outcome of the Trust Litigation.