0001217462-16-000006.txt : 20160302 0001217462-16-000006.hdr.sgml : 20160302 20160302181120 ACCESSION NUMBER: 0001217462-16-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160217 FILED AS OF DATE: 20160302 DATE AS OF CHANGE: 20160302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forest City Realty Trust, Inc. CENTRAL INDEX KEY: 0001647509 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 474113168 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: (216) 621-6060 MAIL ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER BRIAN J CENTRAL INDEX KEY: 0001217462 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 161478828 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-02-17 0001647509 Forest City Realty Trust, Inc. FCEA/FCEB 0001217462 RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 1 1 0 Executive Vice President Class A Common Stock 2016-02-17 4 M 0 12348 0 A 627192 I See footnote Class A Common Stock 2016-02-17 4 F 0 3378 17.91 D 623814 I See footnote Class A Common Stock 33692 I See foot note Class A Common Stock 432258 I See foot note Class A Common Stock 25000 I See foot note Class A Common Stock 4953 D Class A Common Stock 6408 D Class A Common Stock 8008 D Class A Common Stock 6275 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 894 894 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 1000 1000 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 419573 419573 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 100000 100000 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 344736 344736 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 158984 158984 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 63290 63290 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 225547 225547 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 35238 35238 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 1580 1580 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 85712 85712 I See footnote 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 15000 15000 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 15000 15000 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 9492 9492 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 4746 4746 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 7913 7913 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 9041 9041 D 2012 Performance Shares 0 2016-02-17 4 M 0 12348 0 D 2015-12-31 1988-08-08 Class A Common 9905 0 D 2013 Performance Shares 0 2016-12-31 1988-08-08 Class A Common 8093 8093 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 8008 8008 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 6275 6275 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 14000 14000 D Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 614,844 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 419,573 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 1,000 shares are held directly by the trust. The 2012 Performance Share Award vested 2/17/2016, there were a total of 12,348 shares received, of those 3,378 shares were returned to the Company for taxes. Albert B. Ratner 1989 Grand Childrens Trust - 7,096 shares for the benefit of David (son), and 26,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust. Albert B. Ratner 1986 Remainder Interest Trust - 216,129 Class A shares & 50,000 Class B shares for the benefit of David (son), and 216,129 Class A shares & 50,000 Class B shares for the benefit of Emily (daughter). Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 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. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. Albert Ratner 1989 Grandchildren Trust - 172,547 shares for the benefit of David (son), and 172,189 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust. Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son). David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. 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. Shares vested and were approved by the Company's Compensation Committee on 2/17/2016, at 124.67% of the target shares resulting from the actual performance during the performance period. 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. 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. 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. 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. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date. Amended to add weighted sales detail to footnote. Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner 2016-03-02 EX-24 2 poa-bjratner.txt 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 Gerayln M. Presti, J. Matthew Shady and Patricia A. Comai, 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 February 25, 2013. By: \s\ Brian J.Ratner Brian J. Ratner