Sec Form 4 Filing - LARUE DAVID J @ Forest City Realty Trust, Inc. - 2018-02-15

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] 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) 02/15/2018 (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 14,724.311 I See footnote ( 1 ) Class A Common Stock 33,564.722 I See footnote ( 2 ) Class A Common Stock 16,450 D ( 3 ) Class A Common Stock 25,184 D ( 4 ) Class A Common Stock 32,209 D ( 5 ) Class A Common Stock 4,867.37 I See footnote ( 6 ) Class A Common Stock 4,867.37 I See footnote ( 7 ) Class A Common Stock 4,867.37 I See footnote ( 8 ) Class A Common Stock 16,660 D ( 9 ) Class A Common Stock 1,864.099 D ( 10 ) Class A Common Stock 6,912.701 I See footnote ( 11 ) Class A Common Stock 4,038.882 D ( 12 ) Class A Common Stock 02/15/2018 M 12,502 A $ 0 ( 21 ) 223,604 D ( 13 ) Class A Common Stock 02/15/2018 F( 13 ) 3,784 D $ 22.34 219,820 D ( 13 ) Class A Common Stock 34,670.519 I 401k Plan ( 14 )

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) $ 36.38 06/18/2010( 15 ) 06/18/2018 Class A Common 28,059 28,059 D ( 15 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 16 ) 04/14/2020 Class A Common 900 25,993 D ( 16 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 16 ) 04/14/2020 Class A Common 9,355 16,638 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 ) 2015 Performance Shares $ 0 02/15/2018 M 12,502 ( 21 ) 12/31/2017 08/08/1988( 21 ) Class A Common 32,900 $ 0 0 D ( 21 ) 2016 Performance Shares $ 0 12/31/2018 08/08/1988( 22 ) Class A Common 50,367 50,367 D ( 22 ) 2017 Performance Shares $ 0 12/31/2019 08/08/1988( 23 ) Class A Common 48,313 48,313 D ( 23 )

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 J. Matthew Shady, Attorney-In-Fact for David J. LaRue 02/20/2018 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 )2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. ( 5 )2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. ( 6 )Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect ( 7 )Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect ( 8 )Shares held by Tessa LaRue, daughter, ( 9 )Shares are held in street account with Charles Schwab. ( 10 )Shares held by David LaRue - Roth IRA ( 11 )Shares are held by Cindy LaRue (spouse) in street account. ( 12 )Shares are held by David LaRue & Cindy LaRue Trust account. ( 13 )Shares are held by transfer agent in a direct registration account. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 12,502 shares received, of those 3,784 shares were returned to the Company for taxes. ( 14 )FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings. ( 15 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. ( 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 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period. ( 22 )Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 $20.94 per share. There is no fixed expiration date. ( 23 )Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date.

Remarks: Accounts with automatic dividend reinvestment have been updated to reflect current balances.

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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