Upgrade to SI Premium - Free Trial

Form 4 Forest City Realty Trust For: Jan 31 Filed by: RATNER BRIAN J

February 1, 2018 11:22 AM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
RATNER BRIAN J

(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100

(Street)
CLEVELAND OH 44113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/31/2018 S (1) 14,500 D $ 24.15 (1) 1,047,637 I See footnote (1)
Class A Common Stock 01/31/2018 S (2) 22,500 D $ 24.15 (2) 644,799 I See footnote (2)
Class A Common Stock 563,258 I (3) See footnote (3)
Class A Common Stock 137,282 I See footnote (4)
Class A Common Stock 4,004 D (5)
Class A Common Stock 3,138 D (6)
Class A Common Stock 5,480 D (7)
Class A Common Stock 7,218 D (8)
Class A Common Stock 1,179 D (9)
Class A Common Stock 2,069 I (10) See footnote (10)
Class A Common Stock 295,466 I (11) See footnote (11)
Class A Common Stock 46,161 I (12) See footnote (12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010 (13) 06/18/2018 Class A Common 9,492 9,492 D (13)
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011 (14) 04/21/2019 Class A Common 4,746 4,746 D (14)
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012 (15) 04/14/2020 Class A Common 7,913 7,913 D (15)
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013 (16) 04/13/2021 Class A Common 9,041 9,041 D (16)
2014 Performance Shares $ 0 12/31/2017 08/08/1988 (17) Class A Common 8,008 8,008 D (17)
2015 Performance Shares $ 0 12/31/2017 08/08/1988 (18) Class A Common 6,275 6,275 D (18)
2016 Performance Shares $ 0 12/31/2018 08/08/1988 (19) Class A Common 7,306 7,306 D (19)
2017 Performance Shares $ 0 12/31/2019 08/08/1988 (20) Class A Common 7,218 7,218 D (20)
2015 Out Performance Shares $ 0 12/31/2017 08/08/1988 (21) Class A Common 14,000 14,000 D (21)
Explanation of Responses:
1. Brian Ratner Revocable Trust dated 8/18/1986. On 1/31/2018, the Trust sold 14,500 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The price of $24.15 represents weighted average of sales prices ranging from $24.00 to $24.66 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. . Post-transaction, the Trust holds 1,047,637 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 683,037 directly.
2. Albert B. Ratner 1989 Grandchildren's Trust. On 1/31/2018, the Trust sold 22,500 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/17. The price of $24.15 represents weighted average of sales prices ranging from $24.00 to $24.66 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transaction, the Trust holds 644,799 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 225,564 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 119, 235 directly fbo Emily. Brian Ratner disclaims any beneficial interest.
3. Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest.
4. Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). Trust holds 137,282 shares of Class A Common Stock directly.
5. 2014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018.
6. 2015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018.
7. 2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
8. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
9. General Partnership interest in RMS, Ltd Partnership.
10. David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
11. Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest.
12. Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
13. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
14. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
15. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
16. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
17. Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.
18. Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $24.62 per share. There is no fixed expiration date.
19. Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $20.94 per share. There is no fixed expiration date.
20. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $21.83 per share. There is no fixed expiration date.
21. Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date.
Remarks:
Amended to add weighted sales detail to footnote.
J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner 02/01/2018
** Signature of Reporting Person Date
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 Number.
SEC FORMS 4 & 5

POWER OF ATTORNEY


The undersigned, designated by the Board of Directors as
a Section 16 Company Insider, hereby constitutes and appoints
Ketan K. Patel, J. Matthew Shady and Maria Tosheva-Nikolova,
with full power of substitution and resubstitution, as
attorney of the undersigned, their name, place and stead,
to sign and file under the Securities Exchange Act of 1934,
Section 16 Reporting Forms, any and all amendments and apply
for EDGAR Access Codes as required thereto, to be filed with
the Securities and Exchange Commission pertaining to such filing,
with full power and authority to do and perform any
and all acts and things whatsoever required and necessary to
be done in the premises, hereby ratifying and approving the
act of said attorney and any such substitute.

EFFECTIVE as of May 31, 2017.


By:	\s\ Brian J. Ratner
	    Brian J. Ratner



Categories

SEC Filings