0001661556-18-000010.txt : 20181207
0001661556-18-000010.hdr.sgml : 20181207
20181207161332
ACCESSION NUMBER: 0001661556-18-000010
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: Bishop Duane F Jr
CENTRAL INDEX KEY: 0001661556
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37671
FILM NUMBER: 181223593
MAIL ADDRESS:
STREET 1: 50 PUBLIC SQUARE - SUITE 1100
CITY: CLEVELAND
STATE: OH
ZIP: 44113
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
0001661556
Bishop Duane F Jr
127 PUBLIC SQUARE, SUITE 3100
CLEVELAND
OH
44114
0
1
0
0
Exec VP & COO
Class A Common Stock
2018-12-03
5
G
0
8084
0
D
16779
D
Class A Common Stock
2018-12-07
4
D
0
16779
D
0
D
Class A Common Stock
2018-12-03
5
G
0
2133
0
D
7474
D
Class A Common Stock
2018-12-07
4
D
0
7474
D
0
D
Class A Common Stock
2018-12-07
4
D
0
5969
D
0
D
Class A Common Stock
2018-12-07
4
D
0
8589
D
0
D
Class A Common Stock
2018-12-07
4
D
0
112206
D
0
D
2016 Performance Shares
0
2018-12-07
4
D
0
17908
D
2018-12-31
1988-08-08
Class A Common
17908
0
D
2017 Performance Shares
0
2018-12-07
4
D
0
22904
D
2019-12-31
1988-08-08
Class A Common
17178
0
D
2018 Performance Shares
0
2018-12-07
4
D
0
12206
D
2020-12-31
1988-08-08
Class A Common
18310
0
D
Shares are held by transfer agent in a direct registration account.
Shares are held in street account.
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.
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, as contemplated in the Merger Agreement (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, 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 Duane F. Bishop, Jr.
2018-12-07
EX-24
2
poa-dbishop.txt
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\ Duane F. Bishop
Duane F. Bishop