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^*

RATNERSALZBERG DEBORAH

(Last)

(First)

(Middle)

301 WATER ST SE SUITE 201

(Street)

WASHINGTON

20003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC [ FCEA/FCEB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014

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	09/02/2014		S⁽²³⁾		6,000	D	$20.9849⁽¹⁾	550,773	I	See footnote⁽¹⁾
Class A Common Stock								44,135	I	See footnote⁽²⁾
Class A Common Stock								13,465	I	See footnote⁽²⁾
Class A Common Stock								163,418	I	See footnote⁽³⁾
Class A Common Stock								432,257	I	See footnote⁽⁴⁾
Class A Common Stock								3,676	I	See footnote⁽⁵⁾
Class A Common Stock								7,352	I	See footnote⁽⁶⁾
Class A Common Stock								7,352	I	See footnote⁽⁷⁾
Class A Common Stock								2,891	D⁽⁸⁾
Class A Common Stock								5,966	D⁽⁹⁾
Class A Common Stock								6,866	D⁽¹⁰⁾
Class A Common Stock								6,629	D⁽¹¹⁾

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)
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	900		900⁽¹²⁾	D
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	180		180	I	See footnote⁽²⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	100,000		100,000	I	See footnote⁽⁴⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	148,800		148,800	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	782,666		782,666	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	5,040		5,040	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	33,834		33,834	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	33,514		33,514	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	58,392		58,392	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	179,140		179,140	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²²⁾							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	515,489		515,489	I	See footnote⁽⁷⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽¹⁸⁾	04/06/2015	Class A Common	15,000		15,000	D⁽¹⁸⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽¹⁸⁾	04/04/2016	Class A Common	15,000		15,000	D⁽¹⁸⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽¹⁸⁾	03/29/2017	Class A Common	15,000		15,000	D⁽¹⁸⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁸⁾	06/18/2018	Class A Common	9,599		9,599	D⁽¹⁸⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁸⁾	04/21/2019	Class A Common	4,800		4,800	D⁽¹⁸⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹⁸⁾	04/14/2020	Class A Common	8,002		8,002	D⁽¹⁸⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹⁸⁾	04/13/2021	Class A Common	9,146		9,146	D⁽¹⁸⁾
2012 Performance Shares	$0							12/31/2015	08/08/1988⁽¹⁹⁾	Class A Common	7,954		7,954	D⁽¹⁹⁾
2013 Performance Shares	$0							12/31/2016	08/08/1988⁽²⁰⁾	Class A Common	6,504		6,504	D⁽²⁰⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽²¹⁾	Class A Common	6,629		6,629	D⁽²¹⁾

Explanation of Responses:

1. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The price $20.9849 represents a weighed average of sales prices ranging from $20.96 per share to $21.00 per share. 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.

2. Michael Salzberg (spouse) shares held directly in street accounts.

3. Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 83,603 and Eric Salzberg (son) 79,815. Deborah Ratner-Salzberg disclaims any beneficial interest.

4. Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 216,128 Class A shares & 50,000 Class B shares, and Eric Salzberg (son) 216,129 Class A shares & 50,000 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest.

5. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter).

6. Albert B. Ratner 1987 Family Trust - (Class B shares are held as a limited partner in RMS, Ltd.) for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

7. Albert B. Ratner 1999 Revocable Trust- 515,489 Class B shares are held as a limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are not held as a limited partnership interest in FCE Management, LP.

8. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

9. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.

10. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.

11. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.

12. General Partnership interest in RMS, Ltd., an Ohio limited partnership.

13. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - limited partnership interest in RMS, Ltd. limited partnership. 378,822 shares are held as a direct limited partner of RMS, Ltd and 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.).

14. Anna Salzberg (daughter), shares are held in street account at UBS Financial Services as limited partner in RMS, Ltd. Deborah Ratner-Salzberg disclaims any benefical interest.

15. Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.

16. Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.

17. Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest.

18. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exercisable 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.

19. 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.

20. Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.

21. 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.

22. 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.

23. Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person (trust) on December 19, 2013.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Deborah Ratner-Salzberg	09/04/2014
	** Signature of Reporting Person	Date
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