Sec Form 4 Filing - RATNER RONALD A @ FOREST CITY ENTERPRISES INC - 2014-08-01

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
RATNER RONALD A
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
(Last) (First) (Middle)
50 PUBLIC SQUARE, SUIT 1100
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2014
(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 08/01/2014 S( 26 ) 30,000 D $ 19.0388 ( 1 ) 105,853 I See footnote ( 1 ) ( 5 )
Class A Common Stock 231,646 I See footnote ( 2 )
Class A Common Stock 187,500 I See footnote ( 3 )
Class A Common Stock 4,696 I See footnote ( 4 )
Class A Common Stock 78,408 I See footnote ( 5 )
Class A Common Stock 2,540 D ( 6 )
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 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 900 900 I See footnote ( 7 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 784 784 I See footnote ( 8 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 728,401 728,401 I See footnote ( 8 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 150,000 150,000 I See footnote ( 8 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 195,510 195,510 I See footnote ( 9 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 370,350 370,350 I See footnote ( 10 )
Class B Common - Convertible $ 0 ( 25 ) 08/08/1988( 25 ) 08/08/1988( 25 ) Common Stock 468,444 468,444 I See footnote ( 11 )
2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 12 ) 04/06/2015 Class A Common 25,200 25,200 D ( 12 )
2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 13 ) 04/04/2016 Class A Common 25,200 25,200 D ( 13 )
2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009 03/29/2017 Class A Common 25,200 25,200 D ( 14 )
2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 15 ) 06/18/2018 Class A Common 17,721 17,721 D ( 15 )
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 16 ) 04/21/2019 Class A Common 21,797 21,797 D ( 16 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 17 ) 04/14/2020 Class A Common 36,635 36,635 D ( 17 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 18 ) 04/13/2021 Class A Common 24,103 24,103 D ( 18 )
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 19 ) 04/11/2022 Class A Common 32,477 32,477 D ( 19 )
2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 20 ) 04/08/2023 Class A Common 30,384 30,384 D ( 20 )
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 21 ) 03/28/2024 Class A Common 28,745 28,745 D ( 21 )
2012 Performance Shares $ 0 12/31/2015 08/08/1988( 22 ) Class A Common 20,352 20,352 D ( 22 )
2013 Performance Shares $ 0 12/31/2016 08/08/1988( 23 ) Class A Common 17,940 17,940 D ( 23 )
2014 Performance Shares $ 0 12/31/2017 08/08/1988( 24 ) Class A Common 17,796 17,796 D ( 24 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RATNER RONALD A
50 PUBLIC SQUARE, SUIT 1100
CLEVELAND, OH44113
X X Executive Vice President
Signatures
Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner 08/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee). The price $19.0388 represents a weighed average of sales prices ranging from $18.90 per share to $19.315 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 )Deborah B. Ratner Trust - individually trust of spouse, shares held in street account.
( 3 )Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.
( 4 )Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.
( 5 )Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 sharesfor the benefit of Sarah (daughter) and 59,469 shares for Matthew (son), Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 6 )2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 7 )General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
( 8 )The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); 728,401 of these shares are held by FCE Management, LP as a limited partner interest; 784 are held by RMS, Ltd. as a limited partnership interest; and 150,000 just held by the trust.
( 9 )Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Matthew (son) RMS, Ltd. - 31,058 are held by RMS, Ltd. as a limited partnership interest. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 10 )Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Sarah (daughter). 55,898 are held by RMS, Ltd. as a limited partnership interest. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 11 )Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
( 12 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 13 )2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
( 14 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 15 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 16 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 17 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 18 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 19 )2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 20 )2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 21 )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.
( 22 )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.
( 23 )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.
( 24 )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.
( 25 )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.
( 26 )Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person (trust) on May 21, 2014.

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