0001217465-17-000004.txt : 20170328 0001217465-17-000004.hdr.sgml : 20170328 20170328175015 ACCESSION NUMBER: 0001217465-17-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170324 FILED AS OF DATE: 20170328 DATE AS OF CHANGE: 20170328 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 RONALD A CENTRAL INDEX KEY: 0001217465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 17720084 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-03-24 0001647509 Forest City Realty Trust, Inc. FCEA/FCEB 0001217465 RATNER RONALD A 50 PUBLIC SQUARE, SUIT 1100 CLEVELAND OH 44113 1 1 1 0 Executive Vice President Class A Common Stock 44787 I See footnote Class A Common Stock 161296 I See footnote Class A Common Stock 187500 I See footnote Class A Common Stock 4696 I See footnote Class A Common Stock 78408 I See footnote Class A Common Stock 6770 D Class A Common Stock 8954 D Class A Common Stock 2017-03-24 4 A 0 11452 0 A 11452 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 784 784 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 728401 728401 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 150000 150000 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 195510 195510 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 370350 370350 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 468444 468444 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 2017 Performance Shares 0 2017-03-24 4 A 0 17178 0 A 2019-12-31 1988-08-08 Class A Common 17178 17178 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 20000 20000 D The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee). - trust holds 44,787 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 728,401 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 150,000 shares are held directly by the trust. 2,984 restricted shares vested on 3/23/2017, of those 996 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 3,385 restricted shares vested on 3/26/2017, of those 1,129 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. Deborah B. Ratner Trust - individually trust of spouse, shares held in street account. Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest. Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 sharesfor the benefit of Sarah (daughter) and 59,469 shares for Matthew (son), Ron Ratner serves as a trust advisor. Ronald 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. 3,384 shares vested on 3/26/2016 and were transferred to account referenced in footnote #1. 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 - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Matthew (son) of the total number of shares in the trust, 31,058 are held by RMS, Ltd. as a limited partnership interest. The remaining 164,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Sarah (daughter) of the total number of shares in the trust, 55,898 are held by RMS, Ltd. as a limited partnership interest. The remaining 314,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. 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. 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. 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 are convertible at any time - there is no fixed exercise date or expiration date. J. Matthew Shady, Attorney-in-Fact for Ronald A. Ratner 2017-03-28 EX-24 2 poa-rratner.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 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\ Ronald A. Ratner Ronald A. Ratner