Robert F. Smerling - Apr 18, 2023 Form 4 Insider Report for READING INTERNATIONAL INC (RDI)

Role: President - U.S. Cinemas
Signature: /s/ Robert F. Smerling
Stock symbol: RDI
Transactions as of: Apr 18, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/20/2023, 05:30 PM
Previous filing: Apr 13, 2023
Next filing: Jun 14, 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		+8.77K	+24.42%		44.7K	Apr 18, 2023	Direct	F1
transaction	RDI	Class A Non-Voting Common Stock	Tax liability		-3.46K	-7.76%		41.2K	Apr 18, 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	-8.77K	-25%	$0.00	26.3K	Apr 18, 2023	Class A Non-Voting Common Stock	8.77K		Direct	F1, F2, F3
transaction	RDI	Restricted Stock Units (Performance-based)(Class A Non-Voti	Award	$0	+585		$0.00	585	Apr 18, 2023	Class A Non-Voting Common Stock	585		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 46,763 restricted stock units were granted on April 18,2022 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 35,072 restricted stock units vest in four equal annual installments commencing on April 18, 2023, April 18, 2024, April 18, 2025 and April 18, 2026 and (ii) 11,691 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 18, 2025 provided that (a) the reporting person has not undergone a termination of his 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, 2022, such determination to be made before March 10, 2023;
F3	and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2023 and 2024) 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, 2025 the percentage of the PRSU Criteria which has been met for the calendar years 2023 and 2024. 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.