Sec Form 4 Filing - RATNERSALZBERG DEBORAH @ Forest City Realty Trust, Inc. - 2018-02-15

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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
RATNERSALZBERG DEBORAH
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)
301 WATER ST SE SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2018
(Street)
WASHINGTON, DC20003
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 02/15/2018 M 2,186 A $ 0 ( 15 ) 1,419,542 I See footnote ( 1 )
Class A Common Stock 02/15/2018 F( 1 ) 844 D $ 22.34 1,418,698 I See footnote ( 1 )
Class A Common Stock 55,791 I See footnote ( 2 )
Class A Common Stock 354,120 I See footnote ( 3 )
Class A Common Stock 563,258 I See footnote ( 4 )
Class A Common Stock 198,604 I See footnote ( 5 )
Class A Common Stock 83,846 I See footnote ( 6 )
Class A Common Stock 682,643 I See footnote ( 7 )
Class A Common Stock 3,315 D ( 8 )
Class A Common Stock 2,876 D ( 9 )
Class A Common Stock 5,252 D ( 10 )
Class A Common Stock 6,918 D ( 11 )
Class A Common Stock 1,179 D ( 12 )
Class A Common Stock 6,602 I See footnote ( 13 )
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( 14 ) 06/18/2018 Class A Common 9,599 9,599 ( 14 ) D
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 14 ) 04/21/2019 Class A Common 4,800 4,800 D ( 14 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 14 ) 04/14/2020 Class A Common 8,002 8,002 D ( 14 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 14 ) 04/13/2021 Class A Common 9,146 9,146 D ( 14 )
2015 Performance Shares $ 0 02/15/2018 M 2,186 ( 15 ) 12/31/2017 08/08/1988( 15 ) Class A Common 5,752 $ 0 0 D ( 15 )
2016 Performance Shares $ 0 12/31/2018 08/08/1988( 16 ) Class A Common 7,002 7,002 D ( 16 )
2017 Performance Shares $ 0 12/31/2019 08/08/1988( 17 ) Class A Common 6,918 6,918 D ( 17 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RATNERSALZBERG DEBORAH
301 WATER ST SE SUITE 201
WASHINGTON, DC20003
X Executive Vice President
Signatures
J. Matthew Shady, Attorney-In-Fact for Deborah Ratner-Salzberg 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The Trust holds 1,418,698 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,054,098 directly. The 2015 Performance Share Award vested on 2/15/2018, there were a total of 2,186 shares received, of those 844 shares were returned to the Company for taxes.The total amount of shares has been further adjusted to reflect a difference of 99 shares that had been previously overstated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
( 2 )Michael Salzberg (spouse) shares held directly in street accounts. Michael holds 55,791 shares of Class A Common Stock directly. The total amount of shares has been further adjusted to reflect a difference of 3,765 shares that had been inadvertently understated in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
( 3 )Albert B. Ratner 1989 Grandchildren's Trust. The total amount of shares has been further adjusted to reflect a difference of 3 shares that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. The Trust holds 354,120 shares of Class A Common Stock as follows:120,211 shares directly fbo Anna Salzberg (daughter); and 233,909 shares directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest.
( 4 )Albert Ratner Remainder Interest Trust. The total amount of shares has been further adjusted to reflect a difference of 2 shares that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Trust holds 563,258 shares of Class A Common Stock as follows: 281,629 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,629 shares directly for the benefit of Eric (son); and 125,000 as a limited partnership interest within RMS, Ltd. for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
( 5 )Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Trust holds 198,604 shares of Class A Common Stock directly.
( 6 )Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,846 shares of Class A Common Stock directly. The total amount of shares has been further adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
( 7 )Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). The total amount of shares has been further adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Trust holds 682,643 shares of Class A Common Stock as follows: 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Anna Salzberg (daughter); 194,625 shares directly for the benefit of Anna; 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Eric Salzberg (son); 188,018 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
( 8 )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.
( 9 )2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
( 10 )2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
( 11 )2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
( 12 )General Partnership interest in RMS, Ltd., an Ohio limited partnership.
( 13 )Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds 6,602 shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest.
( 14 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 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 3/26/2015 - 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.
( 16 )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.
( 17 )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.

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