Sec Form 4 Filing - RATNER BRIAN J @ Forest City Realty Trust, Inc. - 2017-10-16

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 RATNER BRIAN 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) Executive Vice President (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2017 (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 10/16/2017 S( 1 ) 8,807 D $ 25.2805 ( 1 ) 1,096,830 I See footnote ( 1 ) Class A Common Stock 10/17/2017 S( 1 ) 5,693 D $ 25.0354 ( 1 ) 1,091,137 I See footnote ( 1 ) Class A Common Stock 10/16/2017 S( 2 ) 13,666 D $ 25.2805 ( 2 ) 721,133 I See footnote ( 2 ) Class A Common Stock 10/17/2017 S( 2 ) 8,834 D $ 25.0354 ( 2 ) 712,299 I See footnote ( 2 ) Class A Common Stock 563,258 I ( 3 ) See footnote ( 3 ) Class A Common Stock 137,282 I See footnote ( 4 ) Class A Common Stock 4,004 D ( 5 ) Class A Common Stock 3,138 D ( 6 ) Class A Common Stock 5,480 D ( 7 ) Class A Common Stock 7,218 D ( 8 ) Class A Common Stock 1,179 D ( 9 ) Class A Common Stock 2,069 I ( 10 ) See footnote ( 10 ) Class A Common Stock 295,466 I ( 11 ) See footnote ( 11 ) Class A Common Stock 46,161 I ( 12 ) See footnote ( 12 )

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( 13 ) 06/18/2018 Class A Common 9,492 9,492 D ( 13 ) 2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 14 ) 04/21/2019 Class A Common 4,746 4,746 D ( 14 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 15 ) 04/14/2020 Class A Common 7,913 7,913 D ( 15 ) 2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 16 ) 04/13/2021 Class A Common 9,041 9,041 D ( 16 ) 2014 Performance Shares $ 0 12/31/2017 08/08/1988( 17 ) Class A Common 8,008 8,008 D ( 17 ) 2015 Performance Shares $ 0 12/31/2017 08/08/1988( 18 ) Class A Common 6,275 6,275 D ( 18 ) 2016 Performance Shares $ 0 12/31/2018 08/08/1988( 19 ) Class A Common 7,306 7,306 D ( 19 ) 2017 Performance Shares $ 0 12/31/2019 08/08/1988( 20 ) Class A Common 7,218 7,218 D ( 20 ) 2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 21 ) Class A Common 14,000 14,000 D ( 21 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 X Executive Vice President Signatures J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner 10/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Brian Ratner Revocable Trust dated 8/18/1986. On 10/16/2017 and 10/17/2017, the Trust sold 8,807 shares and 5,693 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $25.2805 and $25.0354 represent weighted average of sales prices ranging from $25.16 to $25.45 per share and from $24.94 to $25.25 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 1,091,137 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 726,537 directly. ( 2 )Albert B. Ratner 1989 Grandchildren's Trust. On 10/16/2017 and 10/17/2017, the Trust sold 13,666 shares and 8,834 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017.The prices of $25.2805 and $25.0354 represent weighted average of sales prices ranging from $25.16 to $25.45 per share and from $24.94 to $25.25 per share, respectively. Full information on the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 712,299 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 259,314 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 152,985 directly fbo Emily. Brian Ratner disclaims any beneficial interest. ( 3 )Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest. ( 4 )Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). Trust holds 137,282 shares of Class A Common Stock directly. ( 5 )2014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018. ( 6 )2015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018. ( 7 )2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. ( 8 )2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. ( 9 )General Partnership interest in RMS, Ltd Partnership. ( 10 )David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. ( 11 )Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest. ( 12 )Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. ( 13 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. ( 14 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. ( 15 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. ( 16 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. ( 17 )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. ( 18 )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. ( 19 )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. ( 20 )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. ( 21 )Out Performance Shares Award - granted 3/27/2015 - 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 sh ares 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.

Remarks: Amended to add weighted sales detail to footnote.

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