SEC FORM 4

SEC Form 4

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^*

RATNER JAMES A

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(City)

(State)

(Zip)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/16/2017		S⁽¹⁾		28,890	D	$24.97⁽¹⁾	1,386,036	I	See footnote⁽¹⁾
Class A Common Stock	11/17/2017		S⁽¹⁾		25,277	D	$25.02⁽¹⁾	1,360,759	I	See footnote⁽¹⁾
Class A Common Stock								95,694	I	See footnote⁽²⁾
Class A Common Stock	11/16/2017		S⁽³⁾		8,889	D	$24.97⁽³⁾	108,467	I	See footnote⁽³⁾
Class A Common Stock	11/17/2017		S⁽³⁾		7,778	D	$25.02⁽³⁾	100,689	I	See footnote⁽³⁾
Class A Common Stock								34,089	I	See footnote⁽⁴⁾
Class A Common Stock								76,525	I	See footnote⁽⁵⁾
Class A Common Stock								6,770	D⁽⁶⁾
Class A Common Stock								8,954	D⁽⁷⁾
Class A Common Stock								11,452	D⁽⁸⁾
Class A Common Stock								7,849	I	See footnote⁽⁹⁾
Class A Common Stock								340,907	I	See footnote⁽¹⁰⁾
Class A Common Stock								340,907	I	See footnote⁽¹¹⁾
Class A Common Stock								50,370	I	See footnote⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹³⁾	06/18/2018	Class A Common	17,721		17,721	D⁽¹³⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁴⁾	04/21/2019	Class A Common	21,797		21,797	D⁽¹⁴⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹⁵⁾	04/14/2020	Class A Common	36,635		36,635	D⁽¹⁵⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹⁶⁾	04/13/2021	Class A Common	24,103		24,103	D⁽¹⁶⁾
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014⁽¹⁷⁾	04/11/2022	Class A Common	32,477		32,477	D⁽¹⁷⁾
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015⁽¹⁸⁾	04/08/2023	Class A Common	30,384		30,384	D⁽¹⁸⁾
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016⁽¹⁹⁾	03/28/2024	Class A Common	28,745		28,745	D⁽¹⁹⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽²⁰⁾	Class A Common	17,796		17,796	D⁽²⁰⁾
2015 Performance Shares	$0							12/31/2017	08/08/1988⁽²¹⁾	Class A Common	13,539		13,539	D⁽²¹⁾
2016 Performance Shares	$0							12/31/2018	08/08/1988⁽²²⁾	Class A Common	17,908		17,908	D⁽²²⁾
2015 Out Performance Shares	$0							12/31/2017	08/08/1988⁽²⁰⁾	Class A Common	20,000		20,000	D⁽²³⁾

Explanation of Responses:

1. James Ratner Revocable Trust dated 12/04/1981. On 11/16/2017 and 11/17/2017, the Trust sold 28,890 shares and 25,277 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 1,360,759 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 767,459 directly.

2. Held by spouse at street account with Stifel Nicolaus & Co., Inc.

3. Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 11/16/2017 and 11/17/2017, the Trust sold 8,889 shares and 7,778 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 100,689 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.

4. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).Trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.

5. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.

6. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

7. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.

8. 2017 Restricted Stock Grant - 100% vest on 3/24/2018.

9. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.

10. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.

11. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.

12. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly.

13. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

14. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

15. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

16. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

17. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

18. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

Remarks:

	J. Matthew Shady, Attorney-In-Fact For James A. Ratner	11/20/2017
	** Signature of Reporting Person	Date
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