0001217464-17-000005.txt : 20170914 0001217464-17-000005.hdr.sgml : 20170914 20170914213725 ACCESSION NUMBER: 0001217464-17-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170912 FILED AS OF DATE: 20170914 DATE AS OF CHANGE: 20170914 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER JAMES A CENTRAL INDEX KEY: 0001217464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 171086736 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-09-12 0001647509 Forest City Realty Trust, Inc. FCEA 0001217464 RATNER JAMES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 0 0 0 Class A Common Stock 2017-09-12 5 G 0 38500 0 D 1561703 I See footnote Class A Common Stock 2017-09-12 4 S 0 31148 25.8246 D 1530555 I See footnote Class A Common Stock 2017-09-13 4 S 0 29506 25.5442 D 1501049 I See footnote Class A Common Stock 2017-09-14 4 S 0 31956 25.4847 D 1469093 I See footnote Class A Common Stock 95694 I See footnote Class A Common Stock 2017-09-12 4 S 0 15575 25.8246 D 164753 I See footnote Class A Common Stock 2017-09-13 4 S 0 14753 25.5442 D 150000 I See footnote Class A Common Stock 2017-09-13 4 S 0 15977 25.4847 D 134023 I See footnote Class A Common Stock 34089 I See footnote Class A Common Stock 76525 I See footnote Class A Common Stock 6770 D Class A Common Stock 8954 D Class A Common Stock 11452 D Class A Common Stock 7849 I See footnote Class A Common Stock 340907 I See footnote Class A Common Stock 340907 I See footnote Class A Common Stock 50370 I See footnote 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 17721 17721 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 21797 21797 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 36635 36635 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 24103 24103 D 2012 Stock Option Grant (right to buy) 14.74 2014-04-11 2022-04-11 Class A Common 32477 32477 D 2013 Stock Option Grant (right to buy) 17.60 2015-04-08 2023-04-08 Class A Common 30384 30384 D 2014 Stock Option Grant (right to buy) 18.73 2016-03-28 2024-03-28 Class A Common 28745 28745 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 17796 17796 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 13539 13539 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 17908 17908 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 20000 20000 D James Ratner Revocable Trust dated 12/04/1981. On 9/12/2017, 9/13/2017 and 9/14/2017, the Trust sold 31,148, 29,506 and 31,956 shares of Class A Common Stock, respectively. 9/12/2017 - The price of $25.8246 represents a weighted average of sales prices ranging from $25.61 per share to $26.14 per share. 9/13/2017 - The price of $25.5442 represents a weighted average of sales prices ranging from $25.40 per share to $25.77 per share. 9/14/2017 - The price of $25.4847 represents a weighted average of sales prices ranging from $25.38 per share to $25.62 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 1,469,093 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd.; and 875,793 directly. Held by spouse at street account with Stifel Nicolaus & Co., Inc. Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 9/12/2017, 9/13/2017 and 9/14/2017, the Trust sold 15,575, 14,753 and 15,977 shares of Class A Common Stock, respectively. 9/12/2017 - The price of $25.8246 represents a weighted average of sales prices ranging from $25.61 per share to $26.14 per share. 9/13/2017 - The price of $25.5442 represents a weighted average of sales prices ranging from $25.40 per share to $25.77 per share. 9/14/2017 - The price of $25.4847 represents a weighted average of sales prices ranging from $25.38 per share to $25.62 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 134,023 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).Trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. 2017 Restricted Stock Grant - 100% vest on 3/24/2018. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly. 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. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. 2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018. 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. 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. 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. J. Matthew Shady, Attorney-In-Fact For James A. Ratner 2017-09-14 EX-24 2 poa-jratner.txt POWER OF ATTORNEY 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 Ketan K. Patel, J. Matthew Shady and Maria Tosheva-Nikolova, 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 May 31, 2017. By: \s\ James A. Ratner James A. Ratner