Ellen Cotter - Mar 10, 2023 Form 4 Insider Report for READING INTERNATIONAL INC (RDI)

Role
Director, President and CEO, Director, Member of Sec.13(d)(3) Group, 10%+ Owner
Signature
/s/ Ellen Cotter
Stock symbol
RDI
Transactions as of
Mar 10, 2023
Transactions value $
$0
Form type
4
Date filed
3/14/2023, 08:08 PM
Previous filing
Feb 14, 2023
Next filing
Apr 7, 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 +12.8K +1.56% 835K Mar 10, 2023 Direct F1
transaction RDI Class A Non-Voting Common Stock Options Exercise +36.8K +4.41% 871K Mar 10, 2023 Direct F1
transaction RDI Class A Non-Voting Common Stock Tax liability -17.9K -2.05% 853K Mar 10, 2023 Direct F1
transaction RDI Class A Non-Voting Common Stock Options Exercise +4.86K +0.57% 858K Mar 14, 2023 Direct F1
transaction RDI Class A Non-Voting Common Stock Tax liability -1.68K -0.2% 857K Mar 14, 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 -12.8K -50% $0.00 12.8K Mar 10, 2023 Class A Non-Voting Common Stock 12.8K Direct F1, F2, F3
transaction RDI Restricted Stock Units (Performance-based) (Class A Non-Voti Award $0 +2.57K +7.5% $0.00 36.8K Mar 10, 2023 Class A Non-Voting Common Stock 2.57K Direct F1, F2, F3
transaction RDI Restricted Stock Units (Performance-based) (Class A Non-Voti Options Exercise $0 -36.8K -100% $0.00* 0 Mar 10, 2023 Class A Non-Voting Common Stock 36.8K Direct F1, F2, F3
transaction RDI Restricted Stock Units (Class A Non-Voting Common Stock) Options Exercise $0 -4.86K -100% $0.00* 0 Mar 14, 2023 Class A Non-Voting Common Stock 4.86K Direct F1, F4
* 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 As previously reported, a total of 102,698 restricted stock units were granted on March 10, 2020 pursuant to the Company's 2010 Stock Incentive Plan. Of that amount, (i) 51,349 restricted stock units vest in four equal annual installments commencing on March 10, 2021, March 10, 2022, March 10, 2023, and March 10, 2024; and (ii) 51,349 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, March 10, 2023; 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, 2020, such determination to be made before March 10, 2021;
F3 and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2021 and 2022) 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, 2023 the percentage of the PRSU Criteria which has been met for the calendar years 2021 and 2022. 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. The reporting person previously reported all 102,698 restricted stock units (including 51,349 PRSUs) in Table II of Form 4 dated March 12, 2020.
F4 19,455 restricted stock units granted on March 14, 2019 pursuant to the Company's 2010 Stock Incentive Plan, vesting in four equal annual installments commencing on the first anniversary of the Date of Grant. The installments vest on March 14, 2020, March 14, 2021, March 14, 2022, and March 14, 2023.