SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* COTTER MARGARET (Last) (First) (Middle) 5995 SEPULVEDA BLVD SUITE 300 (Street) CULVER CITY CA 90230 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol READING INTERNATIONAL INC [ RDI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) X Other (specify below) Chairperson, EVP - RE Dev/NY / Member of Sec.13(d)(3) Group
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class B Voting Stock	09/19/2022		J4(1)(2)(3)	307,166.4	A	(1)(2)(3)(4)	342,266.4(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As further described by Ms. Margaret Cotter in an amendment to her Schedule 13D filed on November 2, 2022 (the "Schedule 13D/A"), on September 19, 2022, the settlement agreement and release, dated July 1, 2022 (the "Settlement Agreement"), between her and Ms. Ellen Cotter, each, individually, as co-trustee of the James J. Cotter Living Trust (the "Living Trust"), co-executor of the Estate of James J. Cotter, Sr. and co-trustee of the James J. Cotter Foundation, Ms. Gina Cotter, individually, as successor-in-interest to the late Mr. James J. Cotter, Jr. and trustee of the Living Trust, Christopher D. Carico, as guardian ad litem for the minor, unborn and unascertained beneficiaries of the Living Trust, and Cecelia Packing Corporation, received final and non-appealable approval from the applicable courts (the date of such approval, the "Effective Date").

2. On the Effective Date, ownership of the 614,332.8 shares of Voting Stock in the Living Trust transferred directly and automatically to Ms. Margaret Cotter and Ms. Ellen Cotter as individuals, giving each of them pecuniary interest in 50% (307,166.4) of such shares. As described in the Schedule 13D/A, the SBJC Trust (a voting trust of which Ms. Gina Cotter is sole trustee and of which her and Mr. James J. Cotter, Jr.'s children are the beneficiaries pursuant to the Settlement Agreement) previously held the right to receive these shares of Voting Stock.

3. On the Effective Date, Ms. Margaret Cotter and Ms. Ellen Cotter became obligated to pay the SBJC Trust for such right $7,788,000 (payable in installments as described in the Schedule 13D/A). In consideration for the $7,788,000, the heirs of Mr. James J. Cotter, Jr. gave up any claim they might have to any shares of Voting Trust Voting Stock held by the Estate and/or the Voting Trust.

4. The monetary values allocated to assets in the Settlement Agreement (including the 614,332.8 shares of Voting Stock) do not represent the actual or perceived values of such assets, but rather these agreed-to monetary payments represent the parties to the Settlement Agreement taking into account the dismissal of a multitude of longstanding litigation matters and resolve for the parties certain inherent litigation risk that could continue if a settlement was not reached.

5. Also includes 35,100 shares of Class B Common Stock owned directly by Ms. Margaret Cotter.

Remarks:

All capitalized terms not otherwise defined herein are defined in the Schedule 13D/A. The above transactions are being reported late due to inadvertent administrative oversight. Ms. Margaret Cotter disclaims beneficial ownership of all shares of Voting Stock, except to the extent of her pecuniary interest therein. For information on voting and dispositive power over the shares reported herein, which may differ from the pecuniary interest reported herein, see the Schedule 13D/A.

	/s/ Margaret Cotter	02/14/2023
	** Signature of Reporting Person	Date
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