Sec Form 4 Filing - LARUE DAVID J @ Forest City Realty Trust, Inc. - 2016-02-17

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 LARUE DAVID J 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 X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2016 (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 14,218 I See footnote ( 1 ) Class A Common Stock 32,898 I See footnote ( 2 ) Class A Common Stock 32,900 D ( 3 ) Class A Common Stock 4,700 I See footnote ( 4 ) Class A Common Stock 4,700 I See footnote ( 5 ) Class A Common Stock 4,700 I See footnote ( 6 ) Class A Common Stock 8,460 D ( 7 ) Class A Common Stock 6,675 I See footnote ( 8 ) Class A Common Stock 3,900 D ( 9 ) Class A Common Stock 02/17/2016 M 60,896 A $ 0 ( 21 ) 217,979 D ( 10 ) Class A Common Stock 02/17/2016 F( 10 ) 28,896 D $ 17.91 189,083 D ( 10 ) Class A Common Stock 31,502.245 I 401k Plan ( 11 )

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 08/08/1988( 26 ) 08/08/1988( 26 ) Common Stock 1,435.4697 1,435.4697 I 401k Plan ( 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 64,277 64,277 D ( 17 ) 2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 18 ) 04/11/2022 Class A Common 77,945 77,945 D ( 18 ) 2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 19 ) 04/08/2023 Class A Common 65,630 65,630 D ( 19 ) 2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 20 ) 03/28/2024 Class A Common 62,090 62,090 D ( 20 ) 2012 Performance Shares $ 0 02/17/2016 M 60,896 ( 21 ) 12/31/2015 08/08/1988( 21 ) Class A Common 48,846 $ 0 0 D ( 21 ) 2013 Performance Shares $ 0 12/31/2016 08/08/1988( 22 ) Class A Common 38,751 38,751 D ( 22 ) 2014 Performance Shares $ 0 12/31/2017 08/08/1988( 23 ) Class A Common 38,441 38,441 D ( 23 ) 2015 Performance Shares $ 0 12/31/2017 08/08/1988( 24 ) Class A Common 32,900 32,900 D ( 24 ) 2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 25 ) Class A Common 50,000 50,000 D ( 25 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARUE DAVID J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 X CEO & President Signatures Geralyn M. Presti, Attorney-In-Fact for David J. LaRue 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David J. LaRue Trust. ( 2 )David LaRue Family Trust ( 3 )2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. ( 4 )Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect ( 5 )Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect ( 6 )Shares held by Tessa LaRue, daughter, ( 7 )Shares are held in street account. ( 8 )Shares are held by Cindy LaRue (spouse) in street account. ( 9 )Shares are held by David LaRue & Cindy LaRue Trust account. ( 10 )Shares are held by transfer agent in a direct registration account. The 2012 Performance Share Award vested 2/17/2016, there were a total of 60,896 shares received, of those 28,896 shares were returned to the Company for taxes. ( 11 )FCE 's 401k Plan account, shares are held indirect. ( 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. Shares vested and were approved by the Company's Compensation Committee on 2/17/2016, at 124.67% of the target shares resulting from the actual performance during the performance period. ( 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. ( 26 )Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.

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