Ellen Cotter - Dec 31, 2022 Form 5 Insider Report for READING INTERNATIONAL INC (RDI)

Signature
/s/ Ellen Cotter
Stock symbol
RDI
Transactions as of
Dec 31, 2022
Transactions value $
$0
Form type
5
Date filed
2/14/2023, 03:06 PM
Previous filing
Jun 10, 2022
Next filing
Mar 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RDI Class B Voting Stock Other +307K +614.33% 357K Sep 19, 2022 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As further described by Ms. Ellen Cotter in an amendment to her Schedule 13D filed on November 2, 2022 (the "Schedule 13D/A"), on September 19, 2022, the settlement agreement and release, dated July 1, 2022 (the "Settlement Agreement"), between her and Ms. Margaret Cotter, each, individually, as co-trustee of the James J. Cotter Living Trust (the "Living Trust"), co-executor of the Estate of James J. Cotter, Sr. and co-trustee of the James J. Cotter Foundation, Ms. Gina Cotter, individually, as successor-in-interest to the late Mr. James J. Cotter, Jr. and trustee of the Living Trust, Christopher D. Carico, as guardian ad litem for the minor, unborn and unascertained beneficiaries of the Living Trust, and Cecelia Packing Corporation, received final and non-appealable approval from the applicable courts (the date of such approval, the "Effective Date").
F2 On the Effective Date, ownership of the 614,332.8 shares of Voting Stock in the Living Trust transferred directly and automatically to Ms. Ellen Cotter and Ms. Margaret Cotter as individuals, giving each of them pecuniary interest in 50% (307,166.4) of such shares. As described in the Schedule 13D/A, the SBJC Trust (a voting trust of which Ms. Gina Cotter is sole trustee and of which her and Mr. James J. Cotter, Jr.'s children are the beneficiaries pursuant to the Settlement Agreement) previously held the right to receive these shares of Voting Stock.
F3 On the Effective Date, Ms. Ellen Cotter and Ms. Margaret Cotter became obligated to pay the SBJC Trust for such right $7,788,000 (payable in installments as described in the Schedule 13D/A). In consideration for the $7,788,000, the heirs of Mr. James J. Cotter, Jr. gave up any claim they might have to any shares of Voting Trust Voting Stock held by the Estate and/or the Voting Trust.
F4 The monetary values allocated to assets in the Settlement Agreement (including the 614,332.8 shares of Voting Stock) do not represent the actual or perceived values of such assets, but rather these agreed-to monetary payments represent the parties to the Settlement Agreement taking into account the dismissal of a multitude of longstanding litigation matters and resolve for the parties certain inherent litigation risk that could continue if a settlement was not reached.
F5 Also includes 50,000 shares of Class B Common Stock owned directly by Ms. Ellen Cotter.

Remarks:

All capitalized terms not otherwise defined herein are defined in the Schedule 13D/A. The above transactions are being reported late due to inadvertent administrative oversight. Ms. Ellen Cotter disclaims beneficial ownership of all shares of Voting Stock, except to the extent of her pecuniary interest therein. For information on voting and dispositive power over the shares reported herein, which may differ from the pecuniary interest reported herein, see the Schedule 13D/A.