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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COTTER JAMES J 6100 CENTER DRIVE SUITE 900 LOS ANGELES, CA 90045 |
X | X | Chief Executive Officer |
/s/ James J. Cotter | 10/23/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 7, 2012 and October 21, 2013, Mr. Cotter effected a restructuring of Cotter Enterprises, LLC., a family owned limited liability company ("CE" and the "Restructuring" respectively). CE is the owner of 1,000,000 shares of Reading Class A Common Stock. Pursuant to the Restructuring, Mr. Cotter was from September 7, 2012 through October 21, 2013, the holder of a pecuniary interest in such 1,000,000 shares. On October 21, 2013, a 99% membership interest (the "Membership Interest") was transferred to a trust for the benefit of Mr. Cotter's children. Accordingly, Mr. Cotter no longer has a pecuniary interest in 99% of the shares owned by CE. |
(2) | The dollar amounts shown above as the transfer price of such pecuniary interest reflect the value of Membership Interest transferred, which is a discount to the value of the underlying shares, such discount being attributable to the fact that such 99% Membership Interest is an illiquid, non-controlling interest with material limitations on transferability. The net effect of the Restructuring is that Mr. Cotter's pecuniary interest in the 1,000,000 shares held by CE is the same currently as it was prior to September 7, 2012. |
(3) | Gifted to Non-Profit |
(4) | The purchase agreement with respect to the sale of the membership interest provides that the interest transferred will be independently appraised, and that the purchase price will be adjusted to reflect the results of this appraisal. |