Sec Form 4 Filing - KANE LINDA M @ Forest City Realty Trust, Inc. - 2016-05-09

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 KANE LINDA M 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Sr VP & Treasurer (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2016 (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 2,063.838 I 401k Plan ( 1 ) Class A Common Stock 05/09/2016 S 1,359 D $ 22.7522 25,333 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 2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 3 ) 03/29/2017 Class A Common 15,000 15,000 D ( 3 ) 2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 4 ) 06/18/2018 Class A Common 6,522 6,522 D ( 4 ) Class B Common - Convertible ( 5 ) $ 0 08/08/1988( 9 ) 08/08/1988( 9 ) Common Stock 1,734.9917 1,734.9917 I 401k Plan ( 10 ) 2013 Performance Shares $ 0 12/31/2016 08/08/1988( 6 ) Class A Common 4,146 4,146 D ( 6 ) 2014 Performance Shares $ 0 12/31/2017 08/08/1988( 7 ) Class A Common 4,128 4,128 D ( 7 ) 2015 Performance Shares $ 0 12/31/2017 08/08/1988( 8 ) Class A Common 3,235 3,235 D ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANE LINDA M 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 Former Sr VP & Treasurer Signatures Geralyn M. Presti, Attorney-In-Fact for Linda Kane 05/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Class A Common Stock - 401k account - Held Indirect. ( 2 )Shares are held in a street account. ( 3 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. ( 4 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. ( 5 )Stocks are convertible from Class B to Class A on a 1-for-1 basis. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date. ( 10 )Class B Common Stock - 401k account - Held indirect.

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).

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