SEC Form 4 · accession 0001140361-15-037381
READING INTERNATIONAL INC · RDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen M Cotter
Officer — Interim CEO · Director · 10% Owner · Other
Period of report
Apr 16, 2015
Accepted (ET)
Oct 9, 2015 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000716634
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Non-Voting Common Stock | Apr 16, 2015 | F | 37,400 | $13.69 | D | 799,765 | D | |
| Class A Non-Voting Common StockF9,F2 | Dec 31, 2014 | A | 160,643 | $7.47 | A | 408,263 | I | Co-executor for the Estate of James J. Cotter, Sr. |
| Class A Non-Voting Common StockF2 | Sep 21, 2015 | F | 81,463 | $12.57 | D | 326,800 | I | Co-executor for the Estate of James J. Cotter, Sr. |
| Class B Voting Common Stock | Apr 16, 2015 | M | 50,000 | $10.24 | A | 50,000 | D | |
| Class B Voting Common StockF2 | Sep 21, 2015 | M | 100,000 | $10.24 | A | 427,808 | I | Co-executor for the Estate of James J. Cotter, Sr. |
| Class A Non-Voting Common StockF1 | holding | — | — | — | 1,897,649 | I | Co-trustee and beneficiary for the James J. Cotter Living Trust | |
| Class A Non-Voting Common StockF8 | holding | — | — | — | 102,751 | I | Co-trustee of James J. Cotter Foundation | |
| Class B Voting Common StockF1 | holding | — | — | — | 696,080 | I | Co-trustee for the James J. Cotter Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F7 | $10.24 | Sep 21, 2015 | M | 100,000 | D | — | May 9, 2017 | Class B Voting Common Stock | 100,000 | 0 | I |
| Stock Option (Right to Buy)F7 | $10.24 | Apr 16, 2015 | M | 50,000 | D | — | May 9, 2017 | Class B Voting Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1See Exhibit 99.1
- F2Ms. Ellen 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 (the "District Court") on December 22, 2014. As co-executor of the Estate, Ms. Ellen 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. Ellen Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.
- F3On September 21, 2015, the Compensation and Stock Options Committee of Reading International, Inc. (the "Company") approved the exercise by the Estate of the options to acquire 100,000 shares of Class B Voting Common Stock.
- F4Represents 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.
- F5All reported transactions are exempt pursuant to Rule 16a-2(d).
- F6Represents Class A Non-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 50,000 shares of Class B Voting Common Stock on April 16, 2015. There was no open market sale of such Class A Non-Voting Common Stock shares by the reporting person.
- F7Currently exercisable.
- F8Ms. Ellen 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. Ellen Cotter disclaims beneficial ownership in such shares, except to the extent of any pecuniary interest therein.
- F9Represents 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.