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 RONALD A

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUIT 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
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017

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								946,939	I	See footnote⁽¹⁾
Class A Common Stock								152,681	I	See footnote⁽²⁾
Class A Common Stock	10/16/2017		S⁽³⁾		18,222	D	$25.28⁽³⁾	169,278	I	See footnote⁽³⁾
Class A Common Stock	10/17/2017		S⁽³⁾		11,778	D	$25.03⁽³⁾	157,500	I	See footnote⁽³⁾
Class A Common Stock	11/16/2017		S⁽³⁾		16,000	D	$24.97⁽³⁾	141,500	I	See footnote⁽³⁾
Class A Common Stock	11/17/2017		S⁽³⁾		14,000	D	$25.02⁽³⁾	127,500	I	See footnote⁽³⁾
Class A Common Stock	12/18/2017		S⁽³⁾		16,291	D	$24.43⁽³⁾	111,209	I	See footnote⁽³⁾
Class A Common Stock	12/19/2017		S⁽³⁾		10,268	D	$24.1⁽³⁾	100,941	I	See footnote⁽³⁾
Class A Common Stock	12/20/2017		S⁽³⁾		3,441	D	$23.77⁽³⁾	97,500	I	See footnote⁽³⁾
Class A Common Stock	01/16/2018		S⁽³⁾		28,540	D	$23.66⁽³⁾	68,960	I	See footnote⁽³⁾
Class A Common Stock	01/17/2018		S⁽³⁾		1,460	D	$23.5⁽³⁾	67,500	I	See footnote⁽³⁾
Class A Common Stock								4,696	I	See footnote⁽⁴⁾
Class A Common Stock								519,812	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								1,179	I	See footnote⁽⁹⁾
Class A Common Stock								613,661	I	See footnote⁽¹⁰⁾

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⁽¹¹⁾	06/18/2018	Class A Common	17,721		17,721	D⁽¹¹⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹²⁾	04/21/2019	Class A Common	21,797		21,797	D⁽¹²⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹³⁾	04/14/2020	Class A Common	36,635		36,635	D⁽¹³⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹⁴⁾	04/13/2021	Class A Common	24,103		24,103	D⁽¹⁴⁾
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014⁽¹⁵⁾	04/11/2022	Class A Common	32,477		32,477	D⁽¹⁵⁾
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015⁽¹⁶⁾	04/08/2023	Class A Common	30,384		30,384	D⁽¹⁶⁾
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016⁽¹⁷⁾	03/28/2024	Class A Common	28,745		28,745	D⁽¹⁷⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽¹⁸⁾	Class A Common	17,796		17,796	D⁽¹⁸⁾
2015 Performance Shares	$0							12/31/2017	08/08/1988⁽¹⁹⁾	Class A Common	13,539		13,539	D⁽¹⁹⁾
2016 Performance Shares	$0							12/31/2018	08/08/1988⁽²⁰⁾	Class A Common	17,908		17,908	D⁽²⁰⁾
2017 Performance Shares	$0							12/31/2019	08/08/1988⁽²¹⁾	Class A Common	17,178		17,178	D⁽²¹⁾
2015 Out Performance Shares	$0							12/31/2017	08/08/1988⁽²²⁾	Class A Common	20,000		20,000	D⁽²²⁾

Explanation of Responses:

1. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald Ratner is Trustee). The Trust holds 946,939 shares of Class A Common Stock as follows: 637,600 shares held as a direct limited partner of RMS, Ltd.; and 309,339 shares directly.

2. Deborah B. Ratner Trust - individually trust of spouse, shares held in street account.

3. Deborah Ratner 2012 Irrev Trust (Ronald Ratner is Trustee). The sales reflected in Table I line 3 through 11 occurred pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The sales were inadvertently omitted from filer's Form 4s filed on 10/18/2017, 11/20/2017, 12/20/2017, and 1/18/2018, respectively. The prices of $25.28, $25.03, $24.97, $25.02, $24.43, $24.10, $23.77, $26.66, and $23.50 represent weighted average of sales prices ranging from $25.16 to $25.45; from $24.94 to $25.25; from $24.80 to $25.09; from $24.89 to $25.16; from $24.33 to $24.65; from $24.03 to $24.28; from $23.59 to $24.07; from $23.50 to $23.84, and from $23.50 to $23.51 per share, respectively. Post-transactions, the Trust holds 67,500 shares of Class A Common Stock.

4. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998. Trust holds 4,696 shares of Class A Common Stock as follows: 2,348 shares for benefit of Matthew (son); and 2,348 shares for benefit of Sarah (daughter). Ronald Ratner disclaims any beneficial interest.

5. Max Ratner Grandchildren's Trust dated 12/21/1988. The Trust holds 519,812 shares of Class A Common Stock as follows: 40,000 shares as a direct limited partner of RMS, Ltd. fbo Matthew Ratner (son); 161,578 directly fbo Matthew; 70,000 shares as a direct limited partner of RMS, Ltd. fbo Sarah Ratner (daughter); and 248,234 directly fbo Sarah. Ronald Ratner disclaims any beneficial interest.

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

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

8. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

9. General Partnership interest in RMS, Ltd Partnership.

10. Max Ratner Family 1999 Revocable Trust (Ronald Ratner is Trust Advisor). Trust holds 613,661 shares of Class A Common Stock as follows: 14,887 shares for the benefit of Sarah Ratner (daughter); 350,000 shares for Sarah Ratner as a limited partner in RMS Ltd.; 23,774 shares for the benefit of Matthew Ratner (son); and 225,000 for Matthew Ratner as a limited partner of RMS, Ltd. Ronald Ratner disclaims any beneficial interest.

11. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

12. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

13. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

14. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

15. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

16. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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 Ronald A. Ratner	02/13/2018
	** Signature of Reporting Person	Date
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