Sec Form 4 Filing - RATNER BRIAN J @ Forest City Realty Trust, Inc. - 2018-12-07

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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 127 PUBLIC SQUARE, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) CLEVELAND, OH44114 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 11/01/2018 G V 120,000 D $ 0 938,275 I See footnote ( 1 ) Class A Common Stock 12/07/2018 D( 18 ) 938,275 D 0 I See footnote ( 1 ) Class A Common Stock 12/07/2018 D( 18 ) 644,801 D 0 I See footnote ( 2 ) Class A Common Stock 12/07/2018 D( 18 ) 563,258 D 0 I See footnote ( 3 ) Class A Common Stock 11/01/2018 G V 20,000 D $ 0 117,282 I See footnote ( 4 ) Class A Common Stock 12/07/2018 D( 18 ) 117,282 D 0 I See footnote ( 4 ) Class A Common Stock 12/07/2018 D( 18 ) 1,179 D 0 D ( 5 ) Class A Common Stock 11/01/2018 G V 20,000 D $ 0 67,069 I See footnote ( 6 ) Class A Common Stock 12/07/2018 D( 18 ) 67,069 D 0 I See footnote ( 6 ) Class A Common Stock 11/01/2018 J V 85,000 D $ 0 210,467 I See footnote ( 7 ) Class A Common Stock 12/07/2018 D( 18 ) 210,467 D 0 I See footnote ( 7 ) Class A Common Stock 12/07/2018 D( 18 ) 46,161 D 0 I See footnote ( 8 ) Class A Common Stock 12/07/2018 D( 19 ) 3,653 D 0 D ( 9 ) Class A Common Stock 12/07/2018 D( 19 ) 5,414 D 0 D ( 10 ) Class A Common Stock 12/07/2018 D( 19 ) 7,543 D 0 D ( 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 2009 Stock Option Grant (right to buy) $ 7.8 12/07/2018 D( 20 ) 4,746 04/21/2011( 12 ) 04/21/2019 Class A Common 4,746 ( 20 ) 0 D ( 12 ) 2010 Stock Option Grant (right to buy) $ 15.89 12/07/2018 D( 20 ) 7,913 04/14/2012( 13 ) 04/14/2020 Class A Common 7,913 ( 13 ) 0 D ( 13 ) 2011 Stock Option Grant (right to buy) $ 17.72 12/07/2018 D( 20 ) 9,041 04/13/2013( 14 ) 04/13/2021 Class A Common 9,041 ( 20 ) 0 D ( 14 ) 2016 Performance Shares $ 0 12/07/2018 D( 21 ) 7,306 ( 21 ) 12/31/2018 08/08/1988( 15 ) Class A Common 7,306 ( 21 ) 0 D ( 15 ) 2017 Performance Shares $ 0 12/07/2018 D( 21 ) 9,624 ( 21 ) 12/31/2019 08/08/1988( 16 ) Class A Common 7,218 ( 21 ) 0 D ( 16 ) 2018 Performance Shares $ 0 12/07/2018 D( 21 ) 5,028 ( 21 ) 12/31/2020 08/08/1988( 17 ) Class A Common 7,543 ( 21 ) 0 D ( 17 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATNER BRIAN J 127 PUBLIC SQUARE, SUITE 3100 CLEVELAND, OH44114 Executive Vice President Signatures J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner 12/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Brian Ratner Revocable Trust dated 8/18/1986. The Trust holds 938,275 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 573,675 directly. ( 2 )Albert B. Ratner 1989 Grandchildren's Trust. The Trust holds 644,801 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 225,565 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 119, 236 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 117,282 shares of Class A Common Stock directly. ( 5 )General Partnership interest in RMS, Ltd Partnership. ( 6 )David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holdings updated to reflect the transfer of 85,000 shares, as reported on line 10 below. Post-transaction and subsequent gift, Trust holds 67,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. ( 7 )Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 210,467 shares of Class A Common Stock as follows: 154,287 shares directly for the benefit of Emily Ratner (Daughter); 56,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest. ( 8 )Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,161 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. ( 9 )2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. ( 10 )2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. ( 11 )2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021. ( 12 )2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. ( 13 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. ( 14 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. ( 15 )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. ( 16 )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. ( 17 )Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date. ( 18 )Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest. ( 19 )At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings. ( 20 )At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings. ( 21 )At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.

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