SEC FORM 4

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 BRIAN J

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								616,938	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								4,272	D⁽⁴⁾
Class A Common Stock								6,006	D⁽⁵⁾
Class A Common Stock								3,138	D⁽⁶⁾
Class A Common Stock								5,480	D⁽⁷⁾
Class A Common Stock	03/24/2017		A		7,218	A	$0	7,218	D⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	900		900⁽⁹⁾	D
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	894		894	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	1,000		1,000	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	418,773		418,773	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	100,000		100,000	I	See footnote⁽³⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	344,736		344,736	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	158,984		158,984	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	63,290		63,290	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	225,547		225,547	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	35,238		35,238	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	1,580		1,580	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²⁶⁾							08/08/1988⁽²⁶⁾	08/08/1988⁽²⁶⁾	Common Stock	85,712		85,712	I	See footnote⁽¹⁶⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁷⁾	06/18/2018	Class A Common	9,492		9,492	D⁽¹⁷⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁸⁾	04/21/2019	Class A Common	4,746		4,746	D⁽¹⁸⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹⁹⁾	04/14/2020	Class A Common	7,913		7,913	D⁽¹⁹⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽²⁰⁾	04/13/2021	Class A Common	9,041		9,041	D⁽²⁰⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽²¹⁾	Class A Common	8,008		8,008	D⁽²¹⁾
2015 Performance Shares	$0							12/31/2017	08/08/1988⁽²²⁾	Class A Common	6,275		6,275	D⁽²²⁾
2016 Performance Shares	$0							12/31/2018	08/08/1988⁽²³⁾	Class A Common	7,306		7,306	D⁽²³⁾
2017 Performance Shares	$0	03/24/2017		A		7,218		12/31/2019	08/08/1988⁽²⁵⁾	Class A Common	7,218	$0	7,218	D⁽²⁴⁾
2015 Out Performance Shares	$0							12/31/2017	08/08/1988⁽²⁵⁾	Class A Common	14,000		14,000	D⁽²⁵⁾

Explanation of Responses:

1. Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 616,938 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 418,773 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. 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. 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. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

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. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

18. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

19. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

20. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

21. 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.

22. 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.

23. 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.

24. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 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 is convertible at any time - there is no fixed exercise date or expiration date.

Remarks:

Amended to add weighted sales detail to footnote.

	J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner	03/28/2017
	** Signature of Reporting Person	Date
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