Sec Form 4 Filing - HARMON DEBORAH L @ Forest City Realty Trust, Inc. - 2017-08-22

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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
HARMON DEBORAH L
2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, 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)
5425 WISCONSIN AVENUE, SUITE 802
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2017
(Street)
CHEVY CHASE, MD20815
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 400 D ( 1 )
Class A Common Stock 23,572 D ( 2 )
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) $ 37.68 04/07/2009( 3 ) 04/07/2018 Class A Common 5,319 5,319 D ( 3 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2012( 4 ) 04/13/2021 Class A Common 4,463 4,463 D ( 4 )
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2013( 5 ) 04/11/2022 Class A Common 7,216 7,216 D ( 5 )
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2015( 6 ) 03/28/2024 Class A Common 4,743 4,743 D ( 6 )
2016 Stock Option Grant (right to buy) $ 20.94 03/23/2017( 7 ) 03/23/2026 Class A Common 12,510 12,510 D ( 7 )
2017 Stock Option Grant (right to buy) $ 21.83 03/24/2018( 8 ) 03/24/2027 Class A Common 26,112 26,112 D ( 8 )
Phantom Stock Dividend Equivalent Rights $ 0 ( 9 ) 08/22/2017 A 338.26 08/08/1988( 10 ) 08/08/1988( 11 ) Class A Common 5,008.477 $ 24.02 5,346.737 ( 9 ) D ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARMON DEBORAH L
5425 WISCONSIN AVENUE, SUITE 802
CHEVY CHASE, MD20815
X
Signatures
J. Matthew Shady, Attorney-In-Fact for Deborah L. Harmon 08/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held in street account.
( 2 )Shares are held in Direct Registration Account. 2,984 restricted shares vested on 03/23/2017 and were transferred to this account.
( 3 )2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 34.33 exercisable 4/07/2011.
( 4 )2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.
( 5 )2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.
( 6 )2014 Stock Option Grant - 100% exercisable 3/28/2015.
( 7 )2016 Stock Option Grant - 100% exercisable 3/23/2017.
( 8 )2017 Stock Option Grant - 100% exercisable 3/24/2018.
( 9 )Phantom Stock - 1-for-1 - Deferred compensation plan contributions. Plan requires participants to make a annual defined election. Ms Harmon is currently contributing $8,125 on a quarterly basis from director fees paid after each quarterly meeting. Additional shares due to reinvestment of dividend.
( 10 )Exercisable at retirement, termination, death or disability.
( 11 )No present expiration date.

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