Sec Form 4 Filing - O'Brien Robert G. @ Forest City Realty Trust, Inc. - 2018-02-15

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
O'Brien Robert G.
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP & CFO
(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 48,307 I See footnote ( 1 )
Class A Common Stock 11,345 D ( 2 )
Class A Common Stock 16,301 D ( 3 )
Class A Common Stock 10,745 D ( 4 )
Class A Common Stock 12,537 I See footnote ( 6 )
Class A Common Stock 12,553 I See footnote ( 7 )
Class A Common Stock 12,553 I See footnote ( 8 )
Class A Common Stock 02/15/2018 M 5,829 A $ 0 ( 17 ) 238,086 D ( 9 )
Class A Common Stock 02/15/2018 F( 9 ) 1,820 D $ 22.34 236,266 D ( 9 )
Class A Common Stock 13,353 D ( 5 )
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( 10 ) 06/18/2018 Class A Common 28,059 28,059 D ( 10 )
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 11 ) 04/21/2019 Class A Common 7,011 7,011 D ( 11 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 12 ) 04/14/2020 Class A Common 26,893 26,893 D ( 12 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 13 ) 04/13/2021 Class A Common 38,547 38,547 D ( 13 )
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 14 ) 04/11/2022 Class A Common 39,694 39,694 D ( 14 )
2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 15 ) 04/08/2023 Class A Common 33,422 33,422 D ( 15 )
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 16 ) 03/28/2024 Class A Common 31,620 31,620 D ( 16 )
2015 Performance Shares $ 0 02/15/2018 M 5,829 ( 17 ) 12/31/2017 08/08/1988( 17 ) Class A Common 15,339 $ 0 0 D ( 17 )
2016 Performance Shares $ 0 12/31/2018 08/08/1988( 18 ) Class A Common 21,489 21,489 D ( 18 )
2017 Performance Shares $ 0 12/31/2019 08/08/1988 Class A Common 20,029 20,029 D ( 19 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Brien Robert G.
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH44113
Exec VP & CFO
Signatures
J. Matthew Shady, Attorney-In-Fact for Robert G. O'Brien 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Robert G. O'Brien Trust - account with Schwab.
( 2 )2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
( 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 Robert L. O'Brien, son - Indirect
( 7 )Shares held by Kathleen G. O'Brien, daughter - Indirect
( 8 )Shares held by Sara F. O'Brien, daughter - Indirect
( 9 )Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 5,829 shares received, of those 1,820 shares were returned to the Company for taxes.
( 10 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 11 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 12 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 13 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 14 )2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 15 )2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 16 )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.
( 17 )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.
( 18 )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.
( 19 )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:
Original filing erroneously did not show the vested shares moving to the street account; the filing was amended to correct total number of unvested shares and the correct number of shares held in the street account. Footnotes to the original filing explaining the vestings and account movements were correct.

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