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, 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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1. Name and Address of Reporting Person *   Shamrock Capital Growth Fund II L P 2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2010 3. Issuer Name and Ticker or Trading Symbol RealD Inc. [RLD] (Last) (First) (Middle) C/O SHAMROCK CAPITAL ADVISORS, INC., 4444 W. LAKESIDE DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) BURBANK, CA 91505 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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
Series C Mandatorily Redeemable Convertible Preferred Stock	  (1)	  (2)	Common Stock	7,709,250	$ (3)	D (4)	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shamrock Capital Growth Fund II L P C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505	  X	  X	Â	Â
Shamrock Capital Partners II, LLC C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505	  X	  X	Â	Â
ROYER STEPHEN D C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505	  X	  X	Â	Â
GOLD STANLEY P C/O SHAMROCK CAPITAL ADVISORS, INC. 4444 W. LAKESIDE DRIVE BURBANK, CA 91505	  X	  X	Â	Â

Signatures

/s/ Stephen D. Royer		07/15/2010
**Signature of Reporting Person		Date
/s/ Stanley P. Gold		07/15/2010
**Signature of Reporting Person		Date
SHAMROCK CAPITAL GROWTH FUND II, L.P. By: Shamrock Capital Partners II, L.L.C., its General Partner By: /s/ Steven D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers		07/15/2010
**Signature of Reporting Person		Date
SHAMROCK CAPITAL PARTNERS II, L.L.C. By: /s/ Steven D. Royer Name: Stephen D. Royer Title: Member of the Board of Managers		07/15/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are convertible immediately.
(2)	These shares do not have an expiration date.
(3)	The Issuer's Series C Mandatorily Redeemable Convertible Preferred Stock (the "Series C Preferred") is convertible into shares of its Common Stock (the "Common Stock") at a conversion rate of 1.5 shares of Common Stock per share of Series C Preferred Stock, which reflects the 1-for-1.5 forward stock split of the Common Stock that was effected by the Issuer on June 28, 2010. The Reporting Persons currently have 5,139,500 shares of Series C Preferred Stock outstanding which will automatically convert into 7,709,250 shares of Common Stock upon the closing of the Issuer's qualified initial public offering, as defined in the Issuer's certificate of incorporation, as amended through the date hereof.
(4)	Shamrock Capital Partners II, L.L.C ("SCP II") is the General Partner of the Shamrock Capital Growth Fund II, L.P. ("SCGF II"). Stephen D. Royer is the Executive Vice President of SCGF II. Stephen D. Royer and Stanley P. Gold are the members of the Board of Managers of SCP II. Each of SCP II, Stephen D. Royer and Stanley P. Gold may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the Series C Preferred Stock which are the subject of this report (collectively, the "Issuer Securities") and a "ten percent holder" thereunder. Each of SCP II, Stephen D. Royer and Stanley P. Gold disclaims beneficial ownership of the Issuer Securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Stephen D. Royer or Stanley P. Gold is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
  Remarks: Stephen D. Royer is a director of the Issuer and each of SCP II and SCGF II may be deemed a director of the Issuer by virtue of their relationship with Stephen D. Royer.  This report is being jointly filed by Stephen D. Royer, Stanley P. Gold, SCP II and SCGF II.

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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