0001217466-18-000012.txt : 20181207 0001217466-18-000012.hdr.sgml : 20181207 20181207163415 ACCESSION NUMBER: 0001217466-18-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181207 FILED AS OF DATE: 20181207 DATE AS OF CHANGE: 20181207 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: 181223912 MAIL ADDRESS: STREET 1: 301 WATER ST SE SUITE 201 CITY: WASHINGTON STATE: DC ZIP: 20003 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: KEY TOWER, 127 PUBLIC SQUARE STREET 2: SUITE 3100 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: (216) 621-6060 MAIL ADDRESS: STREET 1: KEY TOWER, 127 PUBLIC SQUARE STREET 2: SUITE 3100 CITY: CLEVELAND STATE: OH ZIP: 44114 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-12-07 1 0001647509 Forest City Realty Trust, Inc. FCEA 0001217466 RATNERSALZBERG DEBORAH 301 WATER ST SE SUITE 201 WASHINGTON DC 20003 0 1 0 0 Executive Vice President Class A Common Stock 2018-11-01 5 G 0 200000 0 D 1225147 I See footnote Class A Common Stock 2018-12-07 4 D 0 1225147 D 0 I See footnote Class A Common Stock 2018-11-01 5 G 0 26500 0 D 29291 I See footnote Class A Common Stock 2018-12-07 4 D 0 29291 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 354120 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 563258 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 198604 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 83846 D 0 I See footnote Class A Common Stock 2018-11-01 5 G 0 33400 0 D 649243 I See footnote Class A Common Stock 2018-12-07 4 D 0 649243 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 1179 D 0 D Class A Common Stock 2018-11-01 5 G 0 6602 0 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 3501 D 0 D Class A Common Stock 2018-12-07 4 D 0 5189 D 0 D Class A Common Stock 2018-12-07 4 D 0 7373 D 0 D 2009 Stock Option Grant (right to buy) 7.80 2018-12-07 4 D 0 4800 D 2011-04-21 2019-04-21 Class A Common 4800 0 D 2010 Stock Option Grant (right to buy) 15.89 2018-12-07 4 D 0 8002 D 2012-04-14 2020-04-14 Class A Common 8002 0 D 2011 Stock Option Grant (right to buy) 17.72 2018-12-07 4 D 0 9146 D 2013-04-13 2021-04-13 Class A Common 9146 0 D 2016 Performance Shares 0 2018-12-07 4 D 0 7002 D 2018-12-31 1988-08-08 Class A Common 7002 0 D 2017 Performance Shares 0 2018-12-07 4 D 0 9224 D 2019-12-31 1988-08-08 Class A Common 6918 0 D 2018 Performance Shares 0 2018-12-07 4 D 0 4915 D 2020-12-31 1988-08-08 Class A Common 7373 0 D U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The Trust holds 1,225,147 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 861,147 directly. Michael Salzberg (spouse) shares held directly in street accounts. 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. 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. 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. Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,846 shares of Class A Common Stock directly. Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). Trust holds 649,243 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); 311,335 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. General Partnership interest in RMS, Ltd., an Ohio limited partnership. Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds the shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest. 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. 2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021. 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 3/23/2016 - 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. 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. Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest. At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings. At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings. At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors. J. Matthew Shady, Attorney-In-Fact for Deborah Ratner-Salzberg 2018-12-07 EX-24 2 attach_1.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\ Deborah Ratner Salzberg Deborah Ratner Salzberg