FORM 5
[ ] 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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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)    __X__ Other (specify below)
Vice Chair, President and CEO / Member of Sec.13(d)(3) Group
(Last)          (First)          (Middle)

5995 SEPULVEDA BLVD,  SUITE 300
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2022 
(Street)

CULVER CITY, CA 90230
(City)        (State)        (Zip)
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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date2A. Deemed Execution Date, if any3. 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)
Amount(A) or (D)Price
Class B Voting Stock 9/19/2022  J4 (1)(2)(3)307166.4 A (1)(2)(3)(4)357166.4 (5)D  

Table II - Derivative Securities Acquired, Disposed of, or 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 Date
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) As further described by Ms. Ellen 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. Margaret 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. Ellen Cotter and Ms. Margaret 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. Ellen Cotter and Ms. Margaret 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 50,000 shares of Class B Common Stock owned directly by Ms. Ellen 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. Ellen 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.

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 Cotter2/14/2023
**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.
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.
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