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Form 4 Forest City Realty Trust For: Feb 15 Filed by: LARUE DAVID J

February 20, 2018 10:53 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 *
LARUE DAVID 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)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018
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 14,724.311 I See footnote (1)
Class A Common Stock 33,564.722 I See footnote (2)
Class A Common Stock 16,450 D (3)
Class A Common Stock 25,184 D (4)
Class A Common Stock 32,209 D (5)
Class A Common Stock 4,867.37 I See footnote (6)
Class A Common Stock 4,867.37 I See footnote (7)
Class A Common Stock 4,867.37 I See footnote (8)
Class A Common Stock 16,660 D (9)
Class A Common Stock 1,864.099 D (10)
Class A Common Stock 6,912.701 I See footnote (11)
Class A Common Stock 4,038.882 D (12)
Class A Common Stock 02/15/2018 M 12,502 A $ 0 (21) 223,604 D (13)
Class A Common Stock 02/15/2018 F (13) 3,784 D $ 22.34 219,820 D (13)
Class A Common Stock 34,670.519 I 401k Plan (14)
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 (15) 06/18/2018 Class A Common 28,059 28,059 D (15)
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012 (16) 04/14/2020 Class A Common 900 25,993 D (16)
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012 (16) 04/14/2020 Class A Common 9,355 16,638 D (16)
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013 (17) 04/13/2021 Class A Common 64,277 64,277 D (17)
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014 (18) 04/11/2022 Class A Common 77,945 77,945 D (18)
2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015 (19) 04/08/2023 Class A Common 65,630 65,630 D (19)
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016 (20) 03/28/2024 Class A Common 62,090 62,090 D (20)
2015 Performance Shares $ 0 02/15/2018 M 12,502 (21) 12/31/2017 08/08/1988 (21) Class A Common 32,900 $ 0 0 D (21)
2016 Performance Shares $ 0 12/31/2018 08/08/1988 (22) Class A Common 50,367 50,367 D (22)
2017 Performance Shares $ 0 12/31/2019 08/08/1988 (23) Class A Common 48,313 48,313 D (23)
Explanation of Responses:
1. David J. LaRue Trust.
2. David LaRue Family Trust
3. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
4. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
5. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
6. Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
7. Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
8. Shares held by Tessa LaRue, daughter,
9. Shares are held in street account with Charles Schwab.
10. Shares held by David LaRue - Roth IRA
11. Shares are held by Cindy LaRue (spouse) in street account.
12. Shares are held by David LaRue & Cindy LaRue Trust account.
13. Shares are held by transfer agent in a direct registration account. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 12,502 shares received, of those 3,784 shares were returned to the Company for taxes.
14. FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings.
15. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
16. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
17. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
18. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
19. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
20. 2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
21. 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.
22. 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.
23. 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.
Remarks:
Accounts with automatic dividend reinvestment have been updated to reflect current balances.
J. Matthew Shady, Attorney-In-Fact for David J. LaRue 02/20/2018
** 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\ David J. LaRue
	    David J. LaRue

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