0001567619-21-006217.txt : 20210312 0001567619-21-006217.hdr.sgml : 20210312 20210312162425 ACCESSION NUMBER: 0001567619-21-006217 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210310 FILED AS OF DATE: 20210312 DATE AS OF CHANGE: 20210312 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: 21737759 MAIL ADDRESS: STREET 1: 500 CITADEL DRIVE STREET 2: SUITE 300 CITY: COMMERCE STATE: CA ZIP: 90040 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: 5995 SEPULVEDA BOULEVARD STREET 2: SUITE 300 CITY: CULVER CITY STATE: CA ZIP: 90230 BUSINESS PHONE: 213 235 2240 MAIL ADDRESS: STREET 1: 5995 SEPULVEDA BOULEVARD STREET 2: SUITE 300 CITY: CULVER CITY STATE: CA ZIP: 90230 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL HOLDING CORP DATE OF NAME CHANGE: 19941216 4 1 doc1.xml FORM 4 X0306 4 2021-03-10 0 0000716634 READING INTERNATIONAL INC RDI 0001193738 COTTER MARGARET 5995 SEPULVEDA BLVD SUITE 300 CULVER CITY CA 90230 1 1 1 1 Chairperson, EVP - RE Dev/NY Member of Sec.13(d)(3) Group Class A Non-Voting Common Stock 1612649 I Co-Trustee and beneficiary of James J. Cotter Living Trust Class A Non-Voting Common Stock 84956 I Sole-Trustee of James J. Cotter Education Trust #1 Class A Non-Voting Common Stock 2021-03-10 4 M 0 4784 A 758663 D Class A Non-Voting Common Stock 2021-03-10 4 F 0 1611 7.30 D 757052 D Restricted Stock Units 2021-03-10 4 M 0 4784 0 D Class A Non-Voting Common Stock 4784 14350 D Restricted Stock Units (Performance-based) 2021-03-10 4 A 0 2126 0 A Class A Non-Voting Common Stock 2126 2126 D Margaret Cotter is a co-trustee of the Trust, a trust organized under the laws of CA. During the lifetime of James J. Cotter, Sr., the Trust was revocable by James J. Cotter, Sr., but the Trust became irrevocable upon the death of James J. Cotter, Sr. on September 13, 2014. The Trust serves as a vehicle for the management and distribution of the assets of James J. Cotter, Sr. Ellen Cotter and Margaret Cotter, acting together as co-trustees of the Trust, may be deemed to share voting and investment power over the shares of the Class A Non-Voting Common Stock directly beneficially owned by the Trust. Ellen Cotter disclaims beneficial ownership of the Class A Non-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 Ellen Cotter is dependent on certain factors yet to be resolved and is not currently known. As per joint stipulation and court order, Margaret Cotter and James J. Cotter Jr., co-trustees of the James J. Cotter Grandchildren Trust, a trust established for James J. Cotter Sr.'s grandchildren, divided the trust into two separate trusts whereby each is the sole trustee of their children's education trust. Margaret Cotter is the sole-trustee of the James J. Cotter Education Trust #1 (the "Trust"), and may be deemed to be indirect beneficial owners of the Class A Non-voting Common Stock directly beneficially owned by such Trust. Margaret Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein. Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit. As previously reported, a total of 25,511 restricted stock units were granted on March 10, 2020 pursuant to the Company's 2010 Stock Incentive Plan. Of that amount, (i) 19,134 restricted stock units vest in four equal annual installments commencing on March 10, 2021, March 10, 2022, March 10, 2023, and March 10, 2024; and (ii) 6,377 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, March 10, 2023; provided that (a) the reporting person has not undergone a termination of her service at the vesting date (or earlier accelerating event), and (b)(1) one-third of the performance criteria (PRSU Criteria) has been met and certified by the Compensation and Stock Option Committee (Committee) for the year ended December 31, 2020, such determination to be made before March 10, 2021; and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2021 and 2022) under objective performance criteria to be established by the Committee, and shall be subject to the certification by the Committee that such PRSU Criteria, or portion thereof (stated as a percentage), has been met. The Committee must certify on or before March 10, 2023 the percentage of the PRSU Criteria which has been met for the calendar years 2021 and 2022. On March 10, 2021, the Committee determined and certified that the reporting person met 100% of the PRSU Criteria for the year ended December 31, 2020. The reporting person previously reported all 25,511 restricted stock units (including 6,377 PRSUs) in Table II of her Form 4 dated March 12, 2020. /s/ Margaret Cotter 2021-03-12