Form SC 13G/A RealD Inc. Filed by: Lewis Michael V

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 75604L105

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

Michael V. Lewis

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,515,996 shares (See Item 4(a) below)

6.

Shared Voting Power
0 shares

7.

Sole Dispositive Power
6,515,996 shares (See Item 4(a) below)

8.

Shared Dispositive Power
0 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,515,996 shares (See Item 4(a) below)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
12.6%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 75604L105

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

The MVL Trust

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Not applicable.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,315,436 shares (See Item 4(a) below)

6.

Shared Voting Power
0 shares

7.

Sole Dispositive Power
5,315,436 shares (See Item 4(a) below)

8.

Shared Dispositive Power
0 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,315,436 shares (See Item 4(a) below)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
10.6%

12.

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
RealD Inc.

(b)

Address of Issuer’s Principal Executive Offices
100 N. Crescent Drive, Suite 200, Beverly Hills, California 90210

Item 2.

(a)

Name of Person Filing
Michael V. Lewis

The MVL Trust

(b)

Address of Principal Business Office or, if none, Residence
100 N. Crescent Drive, Suite 200, Beverly Hills, California 90210

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common, par value $0.0001

(e)

CUSIP Number
75604L105 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

The following describes the ownership of common stock by Mr. Lewis as of December 31, 2014:

(a)

Amount beneficially owned:   

6,515,996 shares of common stock, which includes (i) 5,315,436 shares of common stock held by The MVL Trust of which Mr. Lewis is the sole trustee and has sole voting and investment power over all of the shares held by the trust, (ii) 45,488 shares of common stock held by Mr. Lewis, (iii) 2,572 shares of common stock for which Mr. Lewis could acquire beneficial ownership of within 60 days through the vesting of restricted stock units and (iv) 1,152,500 shares of common stock for which Mr. Lewis could acquire beneficial ownership within 60 days through the exercise of stock options.

(b)

Percent of class:   

12.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

6,515,996 shares (See Item 4(a) above)

(ii)

Shared power to vote or to direct the vote    

0 shares (See Item 4(a) above)

(iii)

Sole power to dispose or to direct the disposition of   

6,515,996 shares (See Item 4(a) above)

(iv)

Shared power to dispose or to direct the disposition of   

0 shares (See Item 4(a) above)

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.

March 2, 2015

Date

/s/ Michael V. Lewis

Michael V. Lewis

The MVL Trust

/s/ Michael V. Lewis

Michael V. Lewis, Trustee

Exhibit
Number

Description

99.1

Joint Filing Agreement

/s/ Michael V. Lewis

Michael V. Lewis, Individually

The MVL Trust

/s/ Michael V. Lewis

Michael V. Lewis, Trustee