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 Realty Trust, 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) 03/23/2016 | ||||||||||||||||||||||||||
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 | 623,814 | I | See footnote(1) | |||||||
Class A Common Stock | 33,692 | I | See foot note(2) | |||||||
Class A Common Stock | 432,258 | I | See foot note(3) | |||||||
Class A Common Stock | 25,000 | I | See foot note(16) | |||||||
Class A Common Stock | 4,953 | D(4) | ||||||||
Class A Common Stock | 6,408 | D(5) | ||||||||
Class A Common Stock | 8,008 | D(6) | ||||||||
Class A Common Stock | 6,275 | D(7) | ||||||||
Class A Common Stock | 03/23/2016 | A | 7,306 | A | $0 | 7,306 | D(8) |
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 | ||||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 900 | 900(9) | D | ||||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 894 | 894 | I | See footnote(1) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 1,000 | 1,000 | I | See footnote(1) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 419,573 | 419,573 | I | See footnote(1) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 100,000 | 100,000 | I | See footnote(3) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 344,736 | 344,736 | I | See footnote(10) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 158,984 | 158,984 | I | See footnote(11) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 63,290 | 63,290 | I | See footnote(12) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 225,547 | 225,547 | I | See footnote(13) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 35,238 | 35,238 | I | See footnote(14) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 1,580 | 1,580 | I | See footnote(15) | |||||||
Class B Common - Convertible | $0(28) | 08/08/1988(28) | 08/08/1988(28) | Common Stock | 85,712 | 85,712 | I | See footnote(16) | |||||||
2006 Stock Option Grant (right to buy) | $46.37 | 04/04/2008(17) | 04/04/2016 | Class A Common | 15,000 | 15,000 | D(17) | ||||||||
2007 Stock Option Grant (right to buy) | $65.35 | 03/29/2009(18) | 03/29/2017 | Class A Common | 15,000 | 15,000 | D(18) | ||||||||
2008 Stock Option Grant (right to buy) | $36.38 | 06/18/2010(19) | 06/18/2018 | Class A Common | 9,492 | 9,492 | D(19) | ||||||||
2009 Stock Option Grant (right to buy) | $7.8 | 04/21/2011(20) | 04/21/2019 | Class A Common | 4,746 | 4,746 | D(20) | ||||||||
2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(21) | 04/14/2020 | Class A Common | 7,913 | 7,913 | D(21) | ||||||||
2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(22) | 04/13/2021 | Class A Common | 9,041 | 9,041 | D(22) | ||||||||
2013 Performance Shares | $0 | 12/31/2016 | 08/08/1988(23) | Class A Common | 8,093 | 8,093 | D(23) | ||||||||
2014 Performance Shares | $0 | 12/31/2017 | 08/08/1988(24) | Class A Common | 8,008 | 8,008 | D(24) | ||||||||
2015 Performance Shares | $0 | 12/31/2017 | 08/08/1988(25) | Class A Common | 6,275 | 6,275 | D(25) | ||||||||
2016 Performance Shares | $0 | 03/23/2016 | A | 7,306 | 12/31/2018 | 08/08/1988(26) | Class A Common | 7,306 | $0 | 7,306 | D(26) | ||||
2015 Out Performance Shares | $0 | 12/31/2017 | 08/08/1988(27) | Class A Common | 14,000 | 14,000 | D(27) |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. |
5. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. |
6. 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. |
7. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. |
8. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. |
9. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. |
10. 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. |
11. 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. |
12. 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. |
13. 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. |
14. Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son). |
15. David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. |
16. Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest. |
17. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. |
18. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. |
19. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. |
20. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. |
21. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. |
22. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. |
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. 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. |
26. 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. |
27. 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. |
28. 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. |
Remarks: |
Amended to add weighted sales detail to footnote. |
Geralyn M. Presti, Attorney-in-Fact for Brian J. 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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