SEC Form 4 · accession 0001140361-15-037383
READING INTERNATIONAL INC · RDI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margaret Cotter
Director · 10% Owner · Other
Period of report
Apr 8, 2015
Accepted (ET)
Oct 9, 2015 · 5:21 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 8, 2015 | F | 3,503 | $13.81 | D | 814,097 | D | |
| Class A Non-Voting Common Stock | Apr 8, 2015 | M | 12,500 | $3.87 | A | 826,597 | D | |
| Class A Non-Voting Common Stock | Apr 17, 2015 | F | 22,424 | $13.25 | D | 804,173 | D | |
| Class A Non-Voting Common StockF11,F4 | 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 StockF4 | 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 17, 2015 | M | 17,550 | $8.32 | A | 17,550 | D | |
| Class B Voting Common Stock | Apr 17, 2015 | M | 17,550 | $8.61 | A | 35,100 | D | |
| Class B Voting Common StockF4 | 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 StockF3 | holding | — | — | — | 1,897,649 | I | Co-trustee and beneficiary for the James J. Cotter Living Trust | |
| Class A Non-Voting Common StockF9 | holding | — | — | — | 289,390 | I | Co-trustee of James J. Cotter Grandchildren Trust | |
| Class A Non-Voting Common StockF10 | holding | — | — | — | 102,751 | I | Co-trustee of James J. Cotter Foundation | |
| Class B Voting Common StockF3 | holding | — | — | — | 278,432 | I | Co-trustee and beneficiary 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 | $3.87 | Apr 8, 2015 | M | 12,500 | D | — | Jul 5, 2015 | Class A Non-Voting Common Stock | 12,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $8.32 | Apr 17, 2015 | M | 8,775 | D | — | Sep 15, 2020 | Class B Voting Common Stock | 8,775 | 0 | D |
| Stock Option (Right to Buy)F2 | $8.32 | Apr 17, 2015 | M | 8,775 | D | — | Sep 14, 2020 | Class B Voting Common Stock | 8,775 | 0 | D |
| Stock Option (Right to Buy)F2 | $8.61 | Apr 17, 2015 | M | 17,550 | D | — | Sep 15, 2020 | Class B Voting Common Stock | 17,550 | 0 | D |
| Stock Option (Right to Buy)F4,F2 | $10.24 | Sep 21, 2015 | M | 100,000 | D | — | May 9, 2017 | Class B Voting Common Stock | 100,000 | 0 | I |
Explanation of responses
- F1Represents 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.
- F10Ms. 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.
- F11Represents 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.
- F2Currently exercisable.
- F3See Exhibit 99.1
- F4Ms. 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.
- F5Represents 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.
- F6All reported transactions are exempt pursuant to Rule 16a-2(d).
- F7On 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.
- F8Represents 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.
- F9Ms. 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.