0001217464-18-000004.txt : 20180220 0001217464-18-000004.hdr.sgml : 20180220 20180220112247 ACCESSION NUMBER: 0001217464-18-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180215 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 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: 18623653 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 2018-02-15 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 2018-02-15 4 M 0 3429 0 A 1255854 I See footnote Class A Common Stock 95694 I See footnote Class A Common Stock 67355 I See footnote Class A Common Stock 34090 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 7850 I See footnote Class A Common Stock 340908 I See footnote Class A Common Stock 340908 I See footnote Class A Common Stock 50371 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 2015 Performance Shares 0 2018-02-15 4 M 0 3429 0 D 2017-12-31 1988-08-08 Class A Common 13539 0 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 17908 17908 D James Ratner Revocable Trust dated 12/04/1981. The Trust holds 1,255,854 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 662,554 shares directly. The 2015 Performance Share Award vested on 2/15/2018 and a total of 3,429 shares was added to this account. Held by spouse at street account with Stifel Nicolaus & Co., Inc. Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). The Trust holds 67,355 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 34,090 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. 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 7,850 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. The total amount of shares has been adjusted to reflect a difference of 1share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,908 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,908 directly. The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Max Ratner Family 1999 Irrevocable Trust for the benefit of Daniel Ratner (son) (James Ratner is Trustee). Trust holds 340,908 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,908 directly.The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly.The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. 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 3/26/2015 - 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period. 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. J. Matthew Shady, Attorney-In-Fact For James A. Ratner 2018-02-20 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