Ellen Cotter - Apr 5, 2023 Form 4 Insider Report for READING INTERNATIONAL INC (RDI)

Role: Vice Chair, President and CEO, Director, Member of Sec.13(d)(3) Group, 10%+ Owner
Signature: /s/ Ellen Cotter
Stock symbol: RDI
Transactions as of: Apr 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/7/2023, 01:30 PM
Previous filing: Mar 14, 2023
Next filing: Apr 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RDI	Class A Non-Voting Common Stock	Options Exercise		+7.76K	+0.91%		864K	Apr 5, 2023	Direct	F1
transaction	RDI	Class A Non-Voting Common Stock	Tax liability		-2.69K	-0.31%		862K	Apr 5, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RDI	Restricted Stock Units (Class A Non-Voting Common Stock)	Options Exercise	$0	-7.76K	-33.33%	$0.00	15.5K	Apr 5, 2023	Class A Non-Voting Common Stock	7.76K		Direct	F1, F2, F3
transaction	RDI	Restricted Stock Units (Performancebased) (Class A Non-Voti	Award	$0	+1.55K	+15%	$0.00	11.9K	Apr 5, 2023	Class A Non-Voting Common Stock	1.55K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.
F2	A total of 62,112 restricted stock units were granted on April 5, 2021 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 31,056 restricted stock units vest in four equal annual installments commencing on April 5, 2022, April 5, 2023, April 5, 2024 and April 5, 2025 and (ii) 31,056 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 5, 2024 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, 2021, such determination to be made before March 10, 2022;
F3	and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2022 and 2023) 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, 2024 the percentage of the PRSU Criteria which has been met for the calendar years 2022 and 2023. On March 9, 2022, the Committee determined and certified that the reporting person met 100% of the PRSU Criteria for the year ended December 31, 2021. On March 9, 2023, the Committee determined and certified that the reporting person met 15% of PRSU criteria for the year ended December 31, 2022.