Sec Form 4 Filing - RATNER RONALD A @ Forest City Realty Trust, Inc. - 2018-01-16

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
RATNER RONALD A
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, SUIT 1100
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2018
(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 01/16/2018 S( 1 ) 19,028 D $ 23.66 ( 1 ) 947,911 I See footnote ( 1 )
Class A Common Stock 01/17/2018 S( 1 ) 972 D $ 23.5 ( 1 ) 946,939 I See footnote ( 1 )
Class A Common Stock 152,681 I See footnote ( 2 )
Class A Common Stock 187,500 I See footnote ( 3 )
Class A Common Stock 4,696 I See footnote ( 4 )
Class A Common Stock 01/16/2018 S( 5 ) 43,128 D $ 23.66 ( 5 ) 522,017 I See footnote ( 5 )
Class A Common Stock 01/17/2018 S( 5 ) 2,205 D $ 23.5 ( 5 ) 519,812 I See footnote ( 5 )
Class A Common Stock 6,770 D ( 6 )
Class A Common Stock 8,954 D ( 7 )
Class A Common Stock 11,452 D ( 8 )
Class A Common Stock 1,179 I See footnote ( 9 )
Class A Common Stock 613,661 I See footnote ( 10 )
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( 11 ) 06/18/2018 Class A Common 17,721 17,721 D ( 11 )
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 12 ) 04/21/2019 Class A Common 21,797 21,797 D ( 12 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 13 ) 04/14/2020 Class A Common 36,635 36,635 D ( 13 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 14 ) 04/13/2021 Class A Common 24,103 24,103 D ( 14 )
2012 Stock Option Grant (right to buy) $ 14.74 04/11/2014( 15 ) 04/11/2022 Class A Common 32,477 32,477 D ( 15 )
2013 Stock Option Grant (right to buy) $ 17.6 04/08/2015( 16 ) 04/08/2023 Class A Common 30,384 30,384 D ( 16 )
2014 Stock Option Grant (right to buy) $ 18.73 03/28/2016( 17 ) 03/28/2024 Class A Common 28,745 28,745 D ( 17 )
2014 Performance Shares $ 0 12/31/2017 08/08/1988( 18 ) Class A Common 17,796 17,796 D ( 18 )
2015 Performance Shares $ 0 12/31/2017 08/08/1988( 19 ) Class A Common 13,539 13,539 D ( 19 )
2016 Performance Shares $ 0 12/31/2018 08/08/1988( 20 ) Class A Common 17,908 17,908 D ( 20 )
2017 Performance Shares $ 0 12/31/2019 08/08/1988( 21 ) Class A Common 17,178 17,178 D ( 21 )
2015 Out Performance Shares $ 0 12/31/2017 08/08/1988( 22 ) Class A Common 20,000 20,000 D ( 22 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RATNER RONALD A
50 PUBLIC SQUARE, SUIT 1100
CLEVELAND, OH44113
X Executive Vice President
Signatures
J. Matthew Shady, Attorney-in-Fact for Ronald A. Ratner 01/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ronald Ratner 1986 Trust Agreement, as modified (Ronald Ratner is Trustee). On 1/16/18 and 1/17/18, the Trust sold 19,028 shares and 972 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $23.66 and $23.50 represent weighted average of sales prices ranging from $23.50 to $23.84 per share and from $23.50 to $23.51 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 946,939 shares of Class A Common Stock as follows: 637,600 shares held as a direct limited partner of RMS, Ltd.; and 309,339 shares directly.
( 2 )Deborah B. Ratner Trust - individually trust of spouse, shares held in street account.
( 3 )Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.
( 4 )Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998. Trust holds 4,696 shares of Class A Common Stock as follows: 2,348 shares for benefit of Matthew (son); and 2,348 shares for benefit of Sarah (daughter). Ronald Ratner disclaims any beneficial interest.
( 5 )Max Ratner Grandchildren's Trust dated 12/21/1988. On 1/18/18, 12/16/17 and 1/17/18, the Trust sold 43,128 shares and 2,205 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017.The prices of $23.66 and $23.50 represent weighted average of sales prices ranging from $23.50 to $23.84 per share and from $23.50 to $23.51 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 519,812 shares of Class A Common Stock as follows: 40,000 shares as a direct limited partner of RMS, Ltd. fbo Matthew Ratner (son); 161,578 directly fbo Matthew; 70,000 shares as a direct limited partner of RMS, Ltd. fbo Sarah Ratner (daughter); and 248,234 directly fbo Sarah. Ronald Ratner disclaims any beneficial interest.
( 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 )Max Ratner Family 1999 Revocable Trust (Ronald Ratner is Trust Advisor). Trust holds 613,661 shares of Class A Common Stock as follows: 14,887 shares for the benefit of Sarah Ratner (daughter); 350,000 shares for Sarah Ratner as a limited partner in RMS Ltd.; 23,774 shares for the benefit of Matthew Ratner (son); and 225,000 for Matthew Ratner as a limited partner of RMS, Ltd. Ronald Ratner disclaims any beneficial interest.
( 11 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 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 )2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 16 )2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 17 )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.
( 18 )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.
( 19 )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.
( 20 )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.
( 21 )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.
( 22 )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 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.

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