0001217465-12-000001.txt : 20120413 0001217465-12-000001.hdr.sgml : 20120413 20120413185329 ACCESSION NUMBER: 0001217465-12-000001 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 RONALD A CENTRAL INDEX KEY: 0001217465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 12759652 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 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 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217465 RATNER RONALD A 50 PUBLIC SQUARE, SUIT 1100 CLEVELAND OH 44113 1 1 1 0 Executive Vice President Class A Common Stock 936539 I See footnote Class A Common Stock 231646 I See footnote Class A Common Stock 4696 I See footnote Class A Common Stock 28408 I See footnote Class A Common Stock 4531 D Class A Common Stock 5079 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 784 784 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 728401 728401 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 715860 715860 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 468444 468444 I See footnote 2003 Stock Option Grant (right to buy) 15.50 2005-03-17 2013-03-17 Class A Common 27000 27000 D 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 25200 25200 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 25200 25200 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 25200 25200 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 17721 17721 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 21797 21797 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 36635 36635 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 24103 24103 D 2012 Stock Option Grant (right to buy) 14.74 2012-04-11 4 A 0 32477 0 A 2014-04-11 2022-04-11 Class A Common 32477 32477 D 2012 Performance Shares 0 2012-04-11 4 A 0 20352 0 A 2015-12-31 1988-08-08 Class A Common 20352 20352 D The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee). Deborah Ratner Trust - individually trust of spouse, shares held in account at McDonald Investments. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest. Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 sharesfor the benefit of Sarah (daughter) and 9,469 shares for Matthew (son), Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. 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. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); these shares are held by FCE Management, LP as a limited partner of RMS, Ltd. (limited partnership). Max Ratner Grandchildren's Trust dated 12/21/1988 - 370,350 shares for the benefit of Sarah (daughter) and 345,510 for the benefit of Matthew (son) RMS, Ltd. - limited partnership interest. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07. 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 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 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. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. 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 are convertible at any time - there is no fixed exercise date or expiration date. Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner 2012-04-13 EX-24 2 attach_1.txt POWER OF ATTORNEY 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/ Ronald A. Ratner Ronald A. Ratner