SEC Form 4

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 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* 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 ENTERPRISES INC [ FCEA/FCEB ]	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) 08/29/2014
	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								46,316	I	See footnote(1)
Class A Common Stock								34,989	D(2)
Class A Common Stock								4,700	I	See footnote(3)
Class A Common Stock								4,700	I	See footnote(4)
Class A Common Stock								4,700	I	See footnote(5)
Class A Common Stock	08/29/2014		J(6)		800	D	$20.62	0	I(6)	See footnote
Class A Common Stock								8,460	D(7)
Class A Common Stock								6,675	I	See footnote(8)
Class A Common Stock	08/29/2014		J(9)		800	A	$20.62	4,700	D(9)
Class A Common Stock								138,697	D(10)
Class A Common Stock								31,502.245	I	401k Plan(11)

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
Class B Common - Convertible	$0							08/08/1988(25)	08/08/1988(25)	Common Stock	1,435.4697		1,435.4697	I	401k Plan(11)
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007(12)	04/06/2015	Class A Common	25,200		25,200	D(12)
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008(13)	04/04/2016	Class A Common	25,200		25,200	D(13)
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009(14)	03/29/2017	Class A Common	25,200		25,200	D(14)
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)
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011(16)	04/21/2019	Class A Common	14,030		14,030	D(16)
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012(17)	04/14/2020	Class A Common	36,035		36,035	D(17)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013(18)	04/13/2021	Class A Common	64,277		64,277	D(18)
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014(19)	04/11/2022	Class A Common	77,945		77,945	D(19)
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015(20)	04/08/2023	Class A Common	65,630		65,630	D(20)
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016(21)	03/28/2024	Class A Common	62,090		62,090	D(21)
2012 Performance Shares	$0							12/31/2015	08/08/1988(22)	Class A Common	48,846		48,846	D(22)
2013 Performance Shares	$0							12/31/2016	08/08/1988(23)	Class A Common	38,751		38,751	D(23)
2014 Performance Shares	$0							12/31/2017	08/08/1988(24)	Class A Common	38,441		38,441	D(24)

Explanation of Responses:

1. GRAT for David J. LaRue.

2. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

3. Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

4. Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

5. Shares held by Tessa LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect

6. Shares held by Anna LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect. Shares disposed of in this transaction were directly acquired by the David LaRue & Cindy LaRue Trust, at the market price of the shares at the time of the tranasaction. See footnote 9.

7. Shares are held in street account.

8. Shares are held by Cindy LaRue (spouse) in street account.

9. Shares are held by David LaRue & Cindy LaRue Trust account. Shares were acquired directly from David LaRue's daughter Anna LaRue's UTMA account, at the market price of the shares at the time of the tranasaction. See footnote 6.

10. Shares are held by transfer agent in a direct registration account.

11. FCE's 401k Plan account, shares are held indirect.

12. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

13. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

14. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

15. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

16. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

17. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

18. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

19. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

20. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

21. 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.

22. Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.

23. Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.

24. 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.

25. Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for David J. LaRue	09/03/2014
	** Signature of Reporting Person	Date
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