*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No. 345605109
|
(1)
|
|
Name of Reporting Persons:
Scopia Capital Management LP
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
22,087,803
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
22,087,803
|
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,087,803
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
8.3%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
PN, IA
|
*
|
Based on 266,730,466 shares of Class A Common Stock of Forest City Realty Trust, Inc. (the “Issuer”) outstanding as of March 23, 2018, based on information received from the Issuer.
|
CUSIP No. 345605109
|
(1)
|
|
Name of Reporting Persons:
Scopia Management, Inc.
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
22,087,803
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
22,087,803
|
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,087,803
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
8.3%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
CO, HC
|
*
|
Based on 266,730,466 shares of Class A Common Stock of the Issuer outstanding as of March 23, 2018, based on information received from the Issuer.
|
CUSIP No. 345605109
|
(1)
|
|
Name of Reporting Persons:
Matthew Sirovich
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
22,087,803
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
22,087,803
|
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,087,803
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
8.3%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
HC, IN
|
*
|
Based on 266,730,466 shares of Class A Common Stock of the Issuer outstanding as of March 23, 2018, based on information received from the Issuer.
|
CUSIP No. 345605109
|
(1)
|
|
Name of Reporting Persons:
Jeremy Mindich
|
||||
(2)
|
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
|
||||
(3)
|
|
SEC Use Only:
|
||||
(4)
|
|
Source of Funds (See Instructions):
AF
|
||||
(5)
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐
|
||||
(6)
|
|
Citizenship or Place of Organization:
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
(7)
|
|
Sole Voting Power
0
|
||
|
(8)
|
|
Shared Voting Power
22,087,803
|
|||
|
(9)
|
|
Sole Dispositive Power
0
|
|||
|
(10)
|
|
Shared Dispositive Power
22,087,803
|
(11)
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
22,087,803
|
||||
(12)
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐
|
||||
(13)
|
|
Percent of Class Represented by Amount in Row (11):
8.3%*
|
||||
(14)
|
|
Type of Reporting Person (See Instructions):
HC, IN
|
*
|
Based on 266,730,466 shares of Class A Common Stock of the Issuer outstanding as of March 23, 2018, based on information received from the Issuer.
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
SCOPIA CAPITAL MANAGEMENT LP
|
||
By:
|
|
Scopia Management, Inc., its general partner
|
By:
|
|
/s/ Matthew Sirovich
|
Name:
|
|
Matthew Sirovich
|
Title:
|
|
Managing Director
|
SCOPIA MANAGEMENT, INC.
|
||
By:
|
|
/s/ Matthew Sirovich
|
Name:
|
|
Matthew Sirovich
|
Title:
|
|
Managing Director
|
By:
|
|
/s/ Matthew Sirovich
|
By:
|
|
/s/ Jeremy Mindich
|
|
|
|
|
|
|
|
|
||
Scopia Capital Management LP
|
|||||||||
Nature of Transaction
|
|
Shares of Common
Stock Purchased/(Sold) |
|
|
Price Per
Share ($) |
|
Date of
Purchase / Sale |
||
Sale (1)
|
(620,659)
|
19.76
|
4/3/2018
|
||||||
Buy (1)
|
606,496
|
19.76
|
4/3/2018
|
||||||
Buy (1)
|
14,163
|
19.76
|
4/3/2018
|
||||||
Sale (1)
|
(323,978)
|
19.76
|
4/3/2018
|
||||||
Buy (1)
|
323,978
|
19.76
|
4/3/2018
|