SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
James J. Cotter Living Trust

(Last) (First) (Middle)
6100 CENTER DRIVE
SUITE 900

(Street)
LOS ANGELES CA 90045

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2014
3. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Sec.13(d)(3) Group
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Non-Voting Common Stock 1,897,649(1) D
Class B Voting Common Stock 696,080(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. See Exhibit 99.1.
Remarks:
/s/ Ellen Cotter, Co-Trustee of the James J. Cotter Living Trust, on behalf of the James J. Cotter Living Trust 10/09/2015
/s/ Margaret Cotter, Co-Trustee of the James J. Cotter Living Trust, on behalf of the James J. Cotter Living Trust 10/09/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1
 
(1)
The James J. Cotter Living Trust (the “Trust”) is a trust organized under the laws of California. During the lifetime of Mr. James J. Cotter, Sr., the Trust was revocable by Mr. James J. Cotter, Sr., but the Trust became irrevocable upon the death of Mr. James J. Cotter, Sr. on September 13, 2014. The Trust serves as a vehicle for the management and distribution of the assets of Mr. James J. Cotter, Sr. According to a purported Amendment to the Trust signed on June 19, 2014 (“2014 Amendment”), the children of Mr. James J. Cotter, Sr., including Ms. Margaret Cotter, Ms. Ellen Cotter and Mr. James Cotter, Jr., serve as co-trustees of the Trust and therefore may be deemed to share voting and investment power over the shares of the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Trust. In litigation filed in the Superior Court of the State of California, County of Los Angeles, captioned In re James J. Cotter Living Trust dated August 1, 2000 (Case No. BP159755) (“Trust Litigation”), Ms. Ellen Cotter and Ms. Margaret Cotter have challenged the validity of the 2014 Amendment; according to the pre-existing trust agreement, only Ms. Ellen Cotter and Ms. Margaret Cotter were named as co-trustees. Even under the 2014 Amendment, however, Ms. Ellen Cotter and Ms. Margaret Cotter, acting together as co-trustees of the Trust, have voting and investment power over the shares of the Class A Non-Voting Common Stock and Class B Voting Common Stock directly beneficially owned by the Trust. Ms. Margaret Cotter and Ms. Ellen Cotter disclaim beneficial ownership in Class A Non-Voting Common Stock and Class B Voting Common Stock reported herein, except to the extent of their respective pecuniary interest therein. The Class B Voting Common Stock is held for the benefit of Mr. James J. Cotter, Sr.’s grandchildren.  The extent of any pecuniary interest in any Class B Voting Common Stock owned by the Trust attributable to Ms. Margaret Cotter and Ms. Ellen Cotter as co-trustees of the Trust is dependent upon the outcome of the Trust Litigation.