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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/11/24 |
| Issuer: |
| Issuer CIK: 716634 |
| Issuer Name: READING INTERNATIONAL INC |
| Issuer Trading Symbol: RDI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1740487 |
| | Owner Name: Tompkins Sidney Craig |
| Reporting Owner Address: |
| | Owner Street 1: 189 SECOND AVENUE |
| | Owner Street 2: SUITE 2S |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10003 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Officer? Yes |
| | Officer Title: EVP, General Counsel |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Non-Voting Common Stock |
| | Transaction Date: |
| | | Value: 4/11/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 24,921 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 63,002 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Non-Voting Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 55,825 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Various retirement accounts |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/11/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 24,921 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Non-Voting Common Stock |
| | | Underlying Security Shares: |
| Value: 24,921 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 33,750 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - 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. |
| Footnote - F2: As previously reported, a total of 73,671 restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 45,000 restricted stock units vest in four equal annual installments commencing on April 11, 2024, April 11, 2025, April 11, 2026 and April 11, 2027; (ii) 13,671 restricted stock units will fully vest on April 11, 2024; and (iii) 15,000 performance based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 11, 2026; 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, 2023, such determination to be made before March 10, 2024; |
| Footnote - 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. On April 5, 2024, the Committee determined and certified that the reporting person met 89% of PRSU criteria for the year ended December 31, 2023. |
| Footnote - F4: 24,921 restricted stock units are fully vested on April 11, 2024 and the underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election. |
| Owner Signature: |
| Signature Name: /s/ Sidney Craig Tompkins |
| Signature Date: 4/15/24 |
