Sec Form 4 Filing - COWEN SCOTT S @ FOREST CITY ENTERPRISES INC - 2012-12-18

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 COWEN SCOTT S 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 218 GIBSON HALL, TULANE UNIVERSITY, 6823 ST. CHARLES AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2012 (Street) NEW ORLEANS, LA70118 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 12/18/2012 G V 1,585 D $ 0 14,606 D ( 1 ) Class A Common Stock 01/10/2013 M 21,600 A $ 15.5 36,206 D ( 1 ) Class A Common Stock 01/10/2013 S 21,600 D $ 17 14,606 D ( 1 ) Class A Common Stock 1,678 D ( 2 ) Class A Common Stock 3,762 D ( 3 ) Class A Common Stock 6,784 D ( 4 )

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 2003 Stock Option Grant (right to buy) $ 15.5 01/10/2013 M 21,600 03/17/2005( 5 ) 03/17/2013 Class A Common 21,600 $ 0 0 D 2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 6 ) 04/06/2015 Class A Common 10,800 10,800 D ( 6 ) 2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 7 ) 04/04/2016 Class A Common 10,800 10,800 D ( 7 ) 2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 8 ) 03/29/2017 Class A Common 10,800 10,800 D ( 8 ) 2009 Stock Option Grant (right to buy) $ 7.8 04/21/2010 04/21/2019 Class A Common 10,966 10,966 D ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COWEN SCOTT S 218 GIBSON HALL, TULANE UNIVERSITY 6823 ST. CHARLES AVENUE NEW ORLEANS, LA70118 X Signatures Geralyn M. Presti, Attorney-In-Fact for Scott S. Cowen 01/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held in street account. Adjusting total to reflect correct number of shares, 30 shares were erroneously added due to a typographical error in a previous report. ( 2 )2010 Restricted Stock Grant - 33.33% vest on 4/14/2011; 33.33% vest on 4/14/2012; and 33.33% vest on 4/14/2013. 1,678 shares vested on 4/14/2012 and were moved to brokerage account. See footnote #1. ( 3 )2011 Restricted Stock Grant - 33.33% vest on 4/13/2012; 33.33% vest on 4/13/2013; and 33.33% vest on 4/13/2014. 1,881 shares vested on 4/13/2012 and were moved to brokerage account. See footnote #1. ( 4 )2012 Restricted Stock Grant - 33.33% vest on 4/11/2013; 33.33% vest on 4/11/2014; and 33.33% vest on 4/11/2015. ( 5 )2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007. ( 6 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. ( 7 )2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010. ( 8 )2007 Stock Option Grant - 25% exercisable on 3/29/2009; 25% exercisable on 3/29/2010; and 50% exercisable on 3/29/2011. ( 9 )2009 Stock Option Grant - 33.33% exercisable 4/21/2010; 33.33% exercisable 4/21/2011; and 33.33% exercisable 4/21/2012.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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