Ellen Cotter - Apr 21, 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 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/25/2023, 08:22 PM
Previous filing: Apr 20, 2023
Next filing: Mar 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RDI	Class A Non-Voting Common Stock						870K	Apr 21, 2023	Direct

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	Award	$0	+104K		$0.00	104K	Apr 21, 2023	Class A Non-Voting Common Stock	104K		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 166,667 restricted stock units were granted on April 21, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 62,306 restricted stock units vest in four equal annual installments commencing on April 21, 2023, April 21, 2024, April 21, 2025 and April 21, 2026; and (ii) 42,056 restricted stock units will fully vest on April 21, 2024, and (iii) 62,305 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 21, 2025 ; 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, 2023, such determination to be made before March 10, 2024;
F3	and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2024 and 2025) 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, 2026 the percentage of the PRSU Criteria which has been met for the calendar years 2024 and 2025.