FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COTTER ELLEN M		 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)    _____ Other (specify below)
Vice Chair, President and CEO / Member of Sec.13(d)(3) Group
(Last)          (First)          (Middle)

5995 SEPULVEDA BLVD, SUITE 300		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/18/2023
(Street)

CULVER CITY, CA 90230		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Non-Voting Common Stock 4/18/2023  M  11991 A (1)873702 D  
Class A Non-Voting Common Stock 4/18/2023  F  4146 D (1)869556 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (Class A Non-Voting Common Stock)  (1)4/18/2023  M     11991   (2)(3) (2)(3)Class A Non-Voting Common Stock 11991 $0 35971 D  
Restricted Stock Units (Performance-based) (Class A Non-Voti  (1)4/18/2023  A   2398     (2)(3) (2)(3)Class A Non-Voting Common Stock 2398 $0 2398 D  
Explanation of Responses:
(1) Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.
(2) A total of 95,923 restricted stock units were granted on April 18,2022 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 47,962 restricted stock units vest in four equal annual installments commencing on April 18, 2023, April 18, 2024, April 18, 2025 and April 18, 2026; and (ii) 47,961 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 18, 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, 2022, such determination to be made before March 10, 2023;
(3) and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2023 and 2024) 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, 2025 the percentage of the PRSU Criteria which has been met for the calendar years 2023 and 2024. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COTTER ELLEN M
5995 SEPULVEDA BLVD
SUITE 300
CULVER CITY, CA 90230		XXVice Chair, President and CEOMember of Sec.13(d)(3) Group
Signatures
/s/ Ellen Cotter4/20/2023
**Signature of Reporting PersonDate
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 4(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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