0001217462-12-000002.txt : 20120413 0001217462-12-000002.hdr.sgml : 20120413 20120413184950 ACCESSION NUMBER: 0001217462-12-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120411 FILED AS OF DATE: 20120413 DATE AS OF CHANGE: 20120413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER BRIAN J CENTRAL INDEX KEY: 0001217462 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 12759645 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOREST CITY ENTERPRISES INC CENTRAL INDEX KEY: 0000038067 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 340863886 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 216-621-6060 MAIL ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQUARE CITY: CLEVLAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0305 4 2012-04-11 1 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217462 RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 1 1 0 Executive Vice President Class A Common Stock 890824 I See footnote Class A Common Stock 3192 I See foot note Class A Common Stock 1325 D Class A Common Stock 7642 D Class A Common Stock 4975 D Class A Common Stock 5715 D Class A Common Stock 2012-04-11 4 A 0 9905 0 A 9905 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 320618 320618 I See foot note Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 344736 344736 I See foot note Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 182090 182090 I See foot note Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 86396 86396 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 225547 225547 I See foot note 2003 Stock Option Grant (right to buy) 15.50 2005-03-17 2013-03-17 Class A Common 16200 16200 D 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 15000 15000 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 15000 15000 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 15000 15000 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 9492 9492 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 4746 4746 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 7913 7913 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 9041 9041 D 2012 Performance Shares 0 2012-04-11 4 A 0 9905 0 A 2015-12-31 1988-08-08 Class A Common 9905 9905 D Brian Ratner Revocable Trust dated 8/18/1986. Albert B. Ratner 1989 Grand Childrens Trust - 1,596 shares for the benefit of David (son), and 1,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012. 2009 Restricted Stock Grant - 25% vest on 4/21/2011; 25% vest on 4/21/2012; and 50% vest on 4/21/2013. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. Brian Ratner Trust dated 1/15/1958 - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd. Albert Ratner 1989 Grandchildren Trust - 172,547 shares for the benefit of David (son), and 172,189 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 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 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date. Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner 2012-04-13 EX-24 2 attach_1.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 Robert G. Gephart, Geralyn M. Presti and Patricia A. Comai, 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, and any and all amendments 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 October 25, 2002. By: /s/ Brian J. Ratner Brian J. Ratner