Sec Form 4 Filing - SHAFRAN JOAN K @ FOREST CITY ENTERPRISES INC - 2012-07-18

Insider filing report for Changes in Beneficial Ownership
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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
SHAFRAN JOAN K
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
122 SOUTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/18/2012
(Street)
BOSTON, MA02111
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 13,854 I See footnote ( 1 )
Class A Common Stock 7,648 I See footnote ( 2 )
Class A Common Stock 8,920 I See footnote ( 3 )
Class A Common Stock 33,617 D ( 4 )
Class A Common Stock 07/19/2012 S 25,000 D $ 14.3697 ( 5 ) 42,300 I See footnote ( 5 )
Class A Common Stock 07/18/2012 S 29,648 D $ 14.5515 ( 6 ) 26,572 I See footnote ( 6 )
Class A Common Stock 07/19/2012 S 5,352 D $ 14.3311 ( 6 ) 21,220 I See footnote ( 6 )
Class A Common Stock 37,156 I See footnote ( 7 )
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
Class B Common - Convertible $ 0 ( 11 ) 08/08/1988( 12 ) 08/08/1988( 12 ) Common Stock 900 900 I See footnote ( 8 )
Class B Common - Convertible $ 0 ( 11 ) 08/08/1988( 12 ) 08/08/1988( 12 ) Common Stock 2,579,908 2,479,908 I See footnote ( 9 )
Class B Common - Convertible $ 0 ( 11 ) 08/08/1988( 12 ) 08/08/1988( 12 ) Common Stock 13,500 13,500 I See foot note ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAFRAN JOAN K
122 SOUTH STREET
BOSTON, MA02111
X
Signatures
/s/ Geralyn M. Presti, Attorney-In-Fact for Joan K. Shafran 07/20/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held Indirect - by Powell Partners, of which Ms. Shafran is a general partner.
( 2 )Faynne Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change in share value due to a regular distribution to the beneficiary.
( 3 )Nathan Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change in share value due to a regular distribution to the beneficiary.
( 4 )Held by directly by Joan Shafran in a street account with Wells Fargo. 50,000 shares were moved on 6/14/2012 to Raymond James account. See footnote 5.
( 5 )Joan Shafran, Trustee - held in street account with Raymond James. The price $14.3697 represents a weighed average of sales prices ranging from $14.33 per share to $14.40 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.
( 6 )Held Indirect by The Berimore Company (a general partnership). Joan Shafran is a general partner along with siblings, Joseph Shafran and Paula Krulak. 7/18/2012 Sales - The price $14.5515 represents a weighed average of sales prices ranging from $14.50 per share to $14.68 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. 7/19/2012 Sales - The price $14.3311 represents a weighed average of sales prices ranging from $14.25 per share to $14.56 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.
( 7 )Joan Shfaran GRIT dated 8/01/2007. Joan Shafran recieves income from the shares but has no beneficial interest; Joan Shafran serves as a Trustee for the trust.
( 8 )Held Indirect - General Partner of RMS, Ltd.
( 9 )Held Indirect - Held by The Berimore Company as a limited partner of RMS, Ltd.
( 10 )Held Indirect - Powell Partners.
( 11 )Stocks are convertible from Class B Common to Class A Common on a 1-for-1 basis.
( 12 )Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

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