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We present an unsupervised representation learning approach that compactly encodes the motion dependencies in videos. Given a pair of images from a video clip, our framework learns to predict the long-term 3D motions. To reduce the complexity of the learning framework, we propose to describe the motion as a sequence of atomic 3D flows computed with RGB-D modality. We use a Recurrent Neural Network based Encoder-Decoder framework to predict these sequences of flows. We argue that in order for the decoder to reconstruct these sequences, the encoder must learn a robust video representation that captures long-term motion dependencies and spatial-temporal relations. We demonstrate the effectiveness of our learned temporal representations on activity classification across multiple modalities and datasets such as NTU RGB+ D and MSR Daily Activity 3D. Our framework is generic to any input modality, ie, RGB, depth, and RGB-D videos.