Sec Form 4 Filing - RATNER JAMES A @ Forest City Realty Trust, Inc. - 2017-10-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RATNER JAMES A 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2017 (Street) CLEVELAND, OH44113 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 10/16/2017 S( 1 ) 32,902 D $ 25.2805 ( 1 ) 1,436,191 I See footnote ( 1 ) Class A Common Stock 10/17/2017 S( 1 ) 21,265 D $ 25.0354 ( 1 ) 1,414,926 I See footnote ( 1 ) Class A Common Stock 95,694 I See footnote ( 2 ) Class A Common Stock 10/16/2017 S( 3 ) 10,123 D $ 25.2805 ( 3 ) 123,900 I See footnote ( 3 ) Class A Common Stock 10/17/2017 S( 3 ) 6,544 D $ 25.0354 ( 3 ) 117,356 I See footnote ( 3 ) Class A Common Stock 34,089 I See footnote ( 4 ) Class A Common Stock 76,525 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 7,849 I See footnote ( 9 ) Class A Common Stock 340,907 I See footnote ( 10 ) Class A Common Stock 340,907 I See footnote ( 11 ) Class A Common Stock 50,370 I See footnote ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 13 ) 06/18/2018 Class A Common 17,721 17,721 D ( 13 ) 2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 14 ) 04/21/2019 Class A Common 21,797 21,797 D ( 14 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 15 ) 04/14/2020 Class A Common 36,635 36,635 D ( 15 ) 2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 16 ) 04/13/2021 Class A Common 24,103 24,103 D ( 16 ) 2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 17 ) 04/11/2022 Class A Common 32,477 32,477 D ( 17 ) 2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 18 ) 04/08/2023 Class A Common 30,384 30,384 D ( 18 ) 2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 19 ) 03/28/2024 Class A Common 28,745 28,745 D ( 19 ) 2014 Performance Shares $ 0 12/31/2017 08/08/1988( 20 ) Class A Common 17,796 17,796 D ( 20 ) 2015 Performance Shares $ 0 12/31/2017 08/08/1988( 21 ) Class A Common 13,539 13,539 D ( 21 ) 2016 Performance Shares $ 0 12/31/2018 08/08/1988( 22 ) Class A Common 17,908 17,908 D ( 22 ) 2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 20 ) Class A Common 20,000 20,000 D ( 23 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATNER JAMES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 X Signatures J. Matthew Shady, Attorney-In-Fact For James A. Ratner 10/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )James Ratner Revocable Trust dated 12/04/1981. On 10/16/2017 and 10/17/2017, the Trust sold 32,902 shares and 21,265 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $25.2805 and $25.0354 represent weighted average of sales prices ranging from $25.16 to $25.45 per share and from $24.94 to $25.25 per share, respectively. 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. Post-transactions, the Trust holds 1,414,926 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 821,626 directly. ( 2 )Held by spouse at street account with Stifel Nicolaus & Co., Inc. ( 3 )Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 10/16/2017 and 10/17/2017, the Trust sold 10,123 shares and 6,544 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $25.2805 and $25.0354 represent weighted average of sales prices ranging from $25.16 to $25.45 per share and from $24.94 o $25.25 per share, respectively. 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. Post-transactions, the Trust holds 117,356 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. ( 4 )Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).Trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. ( 5 )Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. ( 6 )2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. ( 7 )2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. ( 8 )2017 Restricted Stock Grant - 100% vest on 3/24/2018. ( 9 )Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. ( 10 )Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. ( 11 )Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. ( 12 )Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly. ( 13 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. ( 14 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. ( 15 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. ( 16 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. ( 17 )2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. ( 18 )2013 Stock Opti on Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. ( 19 )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. ( 20 )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. ( 21 )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. ( 22 )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. ( 23 )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.

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