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Form 4 Forest City Realty Trust For: Jan 31 Filed by: RATNERSALZBERG DEBORAH

February 1, 2018 11:24 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
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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 *
RATNERSALZBERG DEBORAH

(Last) (First) (Middle)
301 WATER ST SE SUITE 201

(Street)
WASHINGTON DC 20003

(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) 17,133 D $ 24.15 (1) 1,417,455 I See footnote (1)
Class A Common Stock 52,026 I See footnote (2)
Class A Common Stock 01/31/2018 S (3) 22,500 D $ 24.15 (3) 354,117 I See footnote (3)
Class A Common Stock 563,256 I See footnote (4)
Class A Common Stock 198,604 I See footnote (5)
Class A Common Stock 83,845 I See footnote (6)
Class A Common Stock 682,642 I See footnote (7)
Class A Common Stock 3,315 D (8)
Class A Common Stock 2,876 D (9)
Class A Common Stock 5,252 D (10)
Class A Common Stock 6,918 D (11)
Class A Common Stock 1,179 D (12)
Class A Common Stock 6,602 I See footnote (13)
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 (14) 06/18/2018 Class A Common 9,599 9,599 (14) D
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011 (14) 04/21/2019 Class A Common 4,800 4,800 D (14)
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012 (14) 04/14/2020 Class A Common 8,002 8,002 D (14)
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013 (14) 04/13/2021 Class A Common 9,146 9,146 D (14)
2014 Performance Shares $ 0 12/31/2017 08/08/1988 (15) Class A Common 6,629 6,629 D (15)
2015 Performance Shares $ 0 12/31/2017 08/08/1988 (16) Class A Common 5,752 5,752 D (16)
2016 Performance Shares $ 0 12/31/2018 08/08/1988 (17) Class A Common 7,002 7,002 D (17)
2017 Performance Shares $ 0 12/31/2019 08/08/1988 (18) Class A Common 6,918 6,918 D (18)
2015 Out Performance Shares $ 0 12/31/2017 08/08/1988 (19) Class A Common 14,000 14,000 D (19)
Explanation of Responses:
1. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. On 1/31/2018, the Trust sold 17,133 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 1,417,455 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,052,855 directly.
2. Michael Salzberg (spouse) shares held directly in street accounts. Michael holds 56,026 shares of Class A Common Stock directly.
3. 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 09/12/2017. 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 354,117 shares of Class A Common Stock as follows:120,209 shares directly fbo Anna Salzberg (daughter); and 233,908 shares directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest.
4. Albert Ratner Remainder Interest Trust. Trust holds 563,256 shares of Class A Common Stock as follows: 281,628 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,628 shares directly for the benefit of Eric (son); and 125,000 as a limited partnership interest within RMS, Ltd. for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
5. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Trust holds 198,604 shares of Class A Common Stock directly.
6. Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,845 shares of Class A Common Stock directly.
7. Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). Trust holds, 682,642 shares of Class A Common Stock as follows: 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Anna Salzberg (daughter); 194,625 shares directly for the benefit of Anna; 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Eric Salzberg (son); 188,017 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
8. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
9. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
10. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
11. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
12. General Partnership interest in RMS, Ltd., an Ohio limited partnership.
13. Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds 6,602 shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest.
14. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
J. Matthew Shady, Attorney-In-Fact for Deborah Ratner-Salzberg 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).
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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\ Deborah Ratner Salzberg
	    Deborah Ratner Salzberg


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