| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
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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).
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1. Name and Address of Reporting Person
*
| 5425 WISCONSIN AVENUE, SUITE 802 |
|
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Forest City Realty Trust, Inc.
[
FCEA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/16/2018
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 1.
Title of Security (Instr.
3)
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2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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Class A Common Stock
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23,972
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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2008 Stock Option Grant (right to buy)
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$
37.68
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|
|
|
|
|
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04/07/2009
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04/07/2018 |
Class A Common
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5,319
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5,319
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D
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|
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2011 Stock Option Grant (right to buy)
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$
17.72
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|
|
|
|
|
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04/13/2012
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04/13/2021 |
Class A Common
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4,463
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4,463
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D
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2012 Stock Option Grant (right to buy)
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$
14.74
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|
|
|
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04/11/2013
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04/11/2022 |
Class A Common
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7,216
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|
7,216
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D
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2014 Stock Option Grant (right to buy)
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$
18.73
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|
|
|
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03/28/2015
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03/28/2024 |
Class A Common
|
616
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4,127
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D
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2016 Stock Option Grant (right to buy)
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$
20.94
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03/23/2017
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03/23/2026 |
Class A Common
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12,510
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|
0
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D
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2017 Stock Option Grant (right to buy)
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$
21.83
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|
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03/24/2018
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03/24/2027 |
Class A Common
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26,112
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|
26,112
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D
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Phantom Stock Dividend Equivalent Rights
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$
0
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03/16/2018 |
|
A |
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48.801
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08/08/1988
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08/08/1988
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Class A Common
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48.801
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$
21.16
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5,785.643
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D
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| Explanation of Responses: |
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J. Matthew Shady, Attorney-In-Fact for Deborah L. Harmon |
03/19/2018 |
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** 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\ Deborah L. Harmon
Deborah L. Harmon
