Sec Form 4 Filing - OBRIEN ROBERT G @ FOREST CITY ENTERPRISES INC - 2015-03-27

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
OBRIEN ROBERT G
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP & CFO
(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
03/27/2015
(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 29,166 I See footnote ( 1 )
Class A Common Stock 71,555 I See footnote ( 2 )
Class A Common Stock 28,833 D ( 3 )
Class A Common Stock 36,222 D ( 4 )
Class A Common Stock 22,690 D ( 5 )
Class A Common Stock 32,601 D ( 6 )
Class A Common Stock 11,127 I See footnote ( 7 )
Class A Common Stock 11,143 I See footnote ( 8 )
Class A Common Stock 11,143 I See footnote ( 9 )
Class A Common Stock 03/27/2015 S 10,789 D $ 25.3147 ( 10 ) 141,022 D ( 10 )
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
2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 11 ) 04/06/2015 Class A Common 25,200 25,200 D ( 11 )
2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 12 ) 04/04/2016 Class A Common 25,200 25,200 D ( 12 )
2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 13 ) 03/29/2017 Class A Common 25,200 25,200 D ( 13 )
2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 14 ) 06/18/2018 Class A Common 28,059 28,059 D ( 14 )
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 15 ) 04/21/2019 Class A Common 14,030 14,030 D ( 15 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 16 ) 04/14/2020 Class A Common 36,035 36,035 D ( 16 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 17 ) 04/13/2021 Class A Common 44,190 44,190 D ( 17 )
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 18 ) 04/11/2022 Class A Common 39,694 39,694 D ( 18 )
2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 19 ) 04/08/2023 Class A Common 33,422 33,422 D ( 19 )
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 20 ) 03/28/2024 Class A Common 31,620 31,620 D ( 20 )
2012 Performance Shares $ 0 12/31/2015 08/08/1988( 21 ) Class A Common 24,875 24,875 D ( 21 )
2013 Performance Shares $ 0 12/31/2016 08/08/1988( 22 ) Class A Common 19,734 19,734 D ( 22 )
2014 Performance Shares $ 0 12/31/2017 08/08/1988( 23 ) Class A Common 19,576 19,576 D ( 23 )
2015 Performance Shares $ 0 12/31/2017 08/08/1988( 24 ) Class A Common 15,339 15,339 D ( 24 )
2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 25 ) Class A Common 40,000 40,000 D ( 25 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OBRIEN ROBERT G
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH44113
Exec VP & CFO
Signatures
Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien 05/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )2013 GRAT for Robert G. O'Brien.
( 2 )Robert G. O'Brien Trust - account with Schwab .
( 3 )2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
( 4 )2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
( 5 )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.
( 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 )Shares held by Robert L. O'Brien, son - Indirect
( 8 )Shares held by Kathleen G. O'Brien, daughter - Indirect
( 9 )Shares held by Sara F. O'Brien, daughter - Indirect
( 10 )Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. The price $25.3147 represents a weighed average of sales prices ranging from $25.30 per share to $25.33 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.
( 11 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 12 )2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
( 13 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 14 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 15 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 16 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 17 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 18 )2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 19 )2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 20 )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.
( 21 )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.
( 22 )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.
( 23 )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.
( 24 )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.
( 25 )Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee 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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