| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/14/2014 | F | 986 | D | $18.52 | 0 | D(1) | |||
| Class A Common Stock | 3,000 | D(2) | ||||||||
| Class A Common Stock | 5,829 | D(3) | ||||||||
| Class A Common Stock | 6,664 | D(4) | ||||||||
| Class A Common Stock | 6,940 | D(5) | ||||||||
| Class A Common Stock | 10,854 | D(6) | ||||||||
| Class A Common Stock | 520.5396 | I | 401k Plan(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2006 Stock Option Grant (right to buy) | $46.37 | 04/04/2008(8) | 04/04/2016 | Class A Common Stock | 3,200 | 3,200 | D(8) | ||||||||
| 2007 Stock Option Grant (right to buy) | $65.35 | 03/29/2009(9) | 03/29/2017 | Class A Common Stock | 5,000 | 5,000 | D(9) | ||||||||
| 2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(10) | 04/14/2020 | Class A Common Stock | 4,000 | 4,000 | D(10) | ||||||||
| 2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(11) | 04/13/2021 | Class A Common Stock | 4,000 | 4,000 | D(11) | ||||||||
| 2012 Performance Shares | $0 | 12/31/2015 | 08/08/1988(12) | Class A Common | 4,379 | 4,379 | D(12) | ||||||||
| 2013 Performance Shares | $0 | 12/31/2016 | 08/08/1988(13) | Class A Common | 3,621 | 3,621 | D(13) | ||||||||
| 2014 Performance Shares | $0 | 12/31/2017 | 08/08/1988 | Class A Common | 4,271 | 4,271 | D(13) | ||||||||
| Explanation of Responses: |
| 1. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. |
| 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. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. |
| 4. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. |
| 5. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018. |
| 6. Shares are held by transfer agent in a direct registration account. Of the 3,000 shares that vested 4/14/2014; 2,014 were transferred to this account. |
| 7. FCE's 401k Plan account, shares are held indirect. |
| 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. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. Adjusting shares to reflect the correct number as reported in the Form 3, error was made in the first Form 4 filing and carried through subsequent filings. |
| 11. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. |
| 12. 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. |
| 13. 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. |
| Remarks: |
| Geralyn M. Presti, Attorney-In-Fact for Charles D. Obert | 04/16/2014 | |
| ** 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. | ||