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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 1,425,147 | I | See footnote(1) | |||||||
Class A Common Stock | 55,791 | I | See footnote(2) | |||||||
Class A Common Stock | 354,120 | I | See footnote(3) | |||||||
Class A Common Stock | 563,258 | I | See footnote(4) | |||||||
Class A Common Stock | 198,604 | I | See footnote(5) | |||||||
Class A Common Stock | 83,846 | I | See footnote(6) | |||||||
Class A Common Stock | 682,643 | I | See footnote(7) | |||||||
Class A Common Stock | 03/28/2018 | F | 1,104 | D | $20.21 | 0 | D(8) | |||
Class A Common Stock | 3,501 | D(9) | ||||||||
Class A Common Stock | 5,189 | D(10) | ||||||||
Class A Common Stock | 7,373 | D(11) | ||||||||
Class A Common Stock | 1,179 | D(12) | ||||||||
Class A Common Stock | 6,602 | I | See footnote(13) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2008 Stock Option Grant (right to buy) | $36.38 | 06/18/2010(14) | 06/18/2018 | Class A Common | 9,599 | 9,599 | D(14) | ||||||||
2009 Stock Option Grant (right to buy) | $7.8 | 04/21/2011(14) | 04/21/2019 | Class A Common | 4,800 | 4,800 | D(14) | ||||||||
2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(14) | 04/14/2020 | Class A Common | 8,002 | 8,002 | D(14) | ||||||||
2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(14) | 04/13/2021 | Class A Common | 9,146 | 9,146 | D(14) | ||||||||
2016 Performance Shares | $0 | 12/31/2018 | 08/08/1988(15) | Class A Common | 7,002 | 7,002 | D(15) | ||||||||
2017 Performance Shares | $0 | 12/31/2019 | 08/08/1988(16) | Class A Common | 6,918 | 6,918 | D(16) | ||||||||
2018 Performance Shares | $0 | 12/31/2020 | 08/08/1988(17) | Class A Common | 7,373 | 7,373 | D(17) |
Explanation of Responses: |
1. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The Trust holds 1,425,147 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,060,547 directly. 3,315 shares vested on 3/28/2018, of which 1,104 shares were returned to the Company to cover taxes and the balance of the shares were transferred to this account. |
2. Michael Salzberg (spouse) shares held directly in street accounts. |
3. Albert B. Ratner 1989 Grandchildren's Trust. The Trust holds 354,120 shares of Class A Common Stock as follows:120,211 shares directly fbo Anna Salzberg (daughter); and 233,909 shares directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest. |
4. Albert Ratner Remainder Interest Trust. Trust holds 563,258 shares of Class A Common Stock as follows: 281,629 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,629 shares directly for the benefit of Eric (son); and 125,000 as a limited partnership interest within RMS, Ltd. for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest. |
5. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Trust holds 198,604 shares of Class A Common Stock directly. |
6. Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,846 shares of Class A Common Stock directly. |
7. Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). Trust holds 682,643 shares of Class A Common Stock as follows: 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Anna Salzberg (daughter); 194,625 shares directly for the benefit of Anna; 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Eric Salzberg (son); 188,018 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest. |
8. 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. |
9. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. |
10. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. |
11. 2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021. |
12. General Partnership interest in RMS, Ltd., an Ohio limited partnership. |
13. Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds 6,602 shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest. |
14. 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. |
15. 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. |
16. 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. |
17. Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date. |
Remarks: |
J. Matthew Shady, Attorney-In-Fact for Deborah Ratner-Salzberg | 03/29/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |