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
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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*
RATNER JAMES A

(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/FCEB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2016
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 295,401 I See footnote(1)
Class A Common Stock 95,694 I See footnote(2)
Class A Common Stock 180,328 I See footnote(3)
Class A Common Stock 26,240 I See footnote(4)
Class A Common Stock 76,525 I See footnote(5)
Class A Common Stock 13,539 D(6)
Class A Common Stock 03/23/2016 A 11,938 A $0 11,938 D(7)
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(26) 08/08/1988(26) 08/08/1988(26) Common Stock 556,833 556,833 I See footnote(1)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 467,967 467,967 I See footnote(1)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 784 784 I See footnote(1)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 5,992 5,992 I See footnote(4)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 5,992 5,992 I See footnote(8)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 260,235 260,235 I See footnote(9)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 260,235 260,235 I See footnote(10)
Class B Common - Convertible $0(26) 08/08/1988(26) 08/08/1988(26) Common Stock 38,451 38,451 I See footnote(11)
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(12) 04/04/2016 Class A Common 25,200 25,200 D(12)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(13) 03/29/2017 Class A Common 25,200 25,200 D(13)
2008 Stock Option Grant (right to buy) $36.38 06/18/2010(14) 06/18/2018 Class A Common 17,721 17,721 D(14)
2009 Stock Option Grant (right to buy) $7.8 04/21/2011(15) 04/21/2019 Class A Common 21,797 21,797 D(15)
2010 Stock Option Grant (right to buy) $15.89 04/14/2012(16) 04/14/2020 Class A Common 36,635 36,635 D(16)
2011 Stock Option Grant (right to buy) $17.72 04/13/2013(17) 04/13/2021 Class A Common 24,103 24,103 D(17)
2012 Stock Option Grant (right to buy) $14.74 04/11/2014(18) 04/11/2022 Class A Common 32,477 32,477 D(18)
2013 Stock Option Grant (right to buy) $17.6 04/08/2015(19) 04/08/2023 Class A Common 30,384 30,384 D(19)
2014 Stock Option Grant (right to buy) $18.73 03/28/2016(20) 03/28/2024 Class A Common 28,745 28,745 D(20)
2013 Performance Shares $0 12/31/2016 08/08/1988(21) Class A Common 17,940 17,940 D(21)
2014 Performance Shares $0 12/31/2017 08/08/1988(22) Class A Common 17,796 17,796 D(22)
2015 Performance Shares $0 12/31/2017 08/08/1988(23) Class A Common 13,539 13,539 D(23)
2016 Performance Shares $0 03/23/2016 A 17,908 12/31/2018 08/08/1988(24) Class A Common 17,908 $0 17,908 D(24)
2015 Out Performance Shares $0 12/31/2017 08/08/1988(22) Class A Common 20,000 20,000 D(25)
Explanation of Responses:
1. James Ratner Revocable Trust dated 12/04/1981. - trust holds 270,029 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 467,967 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 556,833 shares are held directly by the trust.
2. Held by spouse at street account with McDonald Investment.
3. Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest.
4. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
5. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
6. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
7. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
8. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
9. Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
10. Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
11. Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
12. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
13. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
14. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
15. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
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 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date.
Remarks:
Geralyn M. Presti, Attorney-in-Fact for James A. Ratner 03/25/2016
** 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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