0001217466-17-000005.txt : 20170330 0001217466-17-000005.hdr.sgml : 20170330 20170330163809 ACCESSION NUMBER: 0001217466-17-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170328 FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 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: RATNERSALZBERG DEBORAH CENTRAL INDEX KEY: 0001217466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 17726251 MAIL ADDRESS: STREET 1: 301 WATER ST SE SUITE 201 CITY: WASHINGTON STATE: DC ZIP: 20003 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-03-28 0001647509 Forest City Realty Trust, Inc. FCEA/FCEB 0001217466 RATNERSALZBERG DEBORAH 301 WATER ST SE SUITE 201 WASHINGTON DC 20003 1 1 1 0 Executive Vice President Class A Common Stock 509003 I See footnote Class A Common Stock 44135 I See footnote Class A Common Stock 11656 I See footnote Class A Common Stock 162893 I See footnote Class A Common Stock 432258 I See footnote Class A Common Stock 3676 I See footnote Class A Common Stock 7352 I See footnote Class A Common Stock 7352 I See footnote Class A Common Stock 3433 D Class A Common Stock 2017-03-28 4 F 0 557 21.72 D 3315 D Class A Common Stock 2876 D Class A Common Stock 5252 D Class A Common Stock 6918 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 782666 782666 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 180 180 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 100000 100000 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 148800 148800 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 58392 58392 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 515489 515489 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5040 5040 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 33834 33834 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 33514 33514 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 179140 179140 I See footnote 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 9599 9599 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 4800 4800 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 8002 8002 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 9146 9146 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 6629 6629 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 5752 5752 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 7002 7002 D 2017 Performance Shares 0 2019-12-31 1988-08-08 Class A Common 6918 6918 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 14000 14000 D U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - trust holds 507,903 Class A Common shares; Class B Common shares - 822 shares are held as a direct limited partner of RMS, Ltd; 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 378,000 shares are held directly by the trust. 1,750 restricted shares vested on 3/23/2017, of those 588 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 1,438 restricted shares vested on 3/26/2017, of those 484 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 1,657 restricted shares vested on 3/28/2017, of those 557 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. Michael Salzberg (spouse) shares held directly in street accounts. Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 83,603 and Eric Salzberg (son) 79,290. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 216,129 Class A shares & 50,000 Class B shares, and Eric Salzberg (son) 216,129 Class A shares & 50,000 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Albert B. Ratner 1987 Family Trust - (Class B shares are held as a limited partner in RMS, Ltd.) for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1999 Revocable Trust- 515,489 Class B shares are held as a limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are not held as a limited partnership interest in FCE Management, LP. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 1,717 shares vested on 4/08/2016 and were transferred to account referenced in footnote #1. 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. 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 - 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., an Ohio limited partnership. Anna Salzberg (daughter), shares are held in street account at UBS Financial Services as limited partner in RMS, Ltd. Deborah Ratner-Salzberg disclaims any benefical interest. Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical 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. 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 Deborah Ratner-Salzberg 2017-03-30 EX-24 2 poa-drs.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\ Deborah Ratner Salzberg Deborah Ratner Salzberg