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*
ESPOSITO MICHAEL P JR
(Last) (First) (Middle)
1221 AVENUE OF THE AMERICAS
(Street)
NEW YORK NY 10020-1001
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015
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 2,831.725 D(1)
Class A Common Stock 104,966 D(2)
Class A Common Stock 11,400 I See footnote(3)
Class A Common Stock 1,100 I See footnote(4)
Class A Common Stock 3,787 D(5)
Class A Common Stock 03/26/2015 A 4,467 A $0 4,467 D(6)
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
2005 Stock Option Grant (right to buy) $31.75 04/06/2007(7) 04/06/2015 Class A Common 10,800 10,800 D(7)
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(8) 04/04/2016 Class A Common 10,800 10,800 D(8)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(9) 03/29/2017 Class A Common 10,800 10,800 D(9)
2008 Stock Option Grant (right to buy) $37.68 04/07/2009(9) 04/07/2018 Class A Common 10,637 10,637 D(10)
2009 Stock Option Grant (right to buy) $7.8 04/21/2010(11) 04/21/2019 Class A Common 10,966 10,966 D
2010 Stock Option Grant (right to buy) $15.89 04/14/2011(12) 04/14/2020 Class A Common 8,007 8,007 D(12)
2011 Stock Option Grant (right to buy) $17.72 04/13/2012(13) 04/13/2021 Class A Common 8,927 8,927 D(13)
2012 Stock Option Grant (right to buy) $14.74 04/11/2013(14) 04/11/2022 Class A Common 10,825 10,825 D(14)
Explanation of Responses:
1. Held in a Dividend Reinvestment Account (DRIP).
2. Shares held direct in street account. 1,894 shares vested on 4/08/2014 and 5,872 shares vested on 3/28/2015; vested shares were transferred to this account.
3. Ellen L. Esposito Trust, dated 11/05/2012 - for the benefit of spouse.
4. Shares are held by Sag Pond Partners - Mr. Esposito retains sole investment control.
5. 2013 Restricted Stock Grant - 33.33% vest on 4/08/2014; 33.33% vest on 4/08/2015; and 33.33% vest on 4/08/2016. 1,894 shares vested on 4/08/2014 and were transferred to brokerage account. See footnote #2.
6. 2015 Restricted Stock Grant - 100% vest on 3/26/2016.
7. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
8. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
9. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
10. 2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 33.33% exercisable 4/07/2011.
11. 2009 Stock Option Grant - 33.33% exercisable 4/21/2010; 33.33% exercisable 4/21/2011; and 33.33% exercisable 4/21/2012.
12. 2010 Stock Option Grant - 33.33% exercisable 4/14/2011; 33.33% exercisable 4/14/2012; and 33.33% exercisable 4/14/2013.
13. 2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.
14. 2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Michael P. Esposito, Jr. 03/30/2015
** 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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