Sec Form 4 Filing - BACON KENNETH 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 BACON KENNETH 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 540 WISCONSIN AVENUE, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2018 (Street) CHEVY CHASE, MD20815 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 12/07/2018 D( 6 ) 27,669 D 0 D ( 1 ) Class A Common Stock 12/07/2018 D( 7 ) 5,432 D 0 D ( 2 )

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 2013 Stock Option Grant (right to buy) $ 17.6 12/07/2018 D( 8 ) 4,557 04/08/2014( 3 ) 04/08/2023 Class A Common 4,557 ( 8 ) 0 D ( 3 ) 2014 Stock Option Grant (right to buy) $ 18.73 12/07/2018 D( 8 ) 2,371 03/28/2015( 4 ) 03/28/2024 Class A Common 2,371 ( 8 ) 0 D ( 4 ) 2015 Stock Option Grant (right to buy) $ 24.62 12/07/2018 D( 8 ) 7,060 03/26/2016( 5 ) 03/26/2025 Class A Common 7,060 ( 8 ) 0 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BACON KENNETH J 540 WISCONSIN AVENUE SUITE 410 CHEVY CHASE, MD20815 X Signatures J. Matthew Shady, Attorney-In-Fact for Kenneth J. Bacon 12/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by transfer agent in a direct registration account. ( 2 )2018 Restricted Stock Grant pursuant to Forest City Realty Trust, Inc. 1994 Stock Plan - 100% vest on 6/20/2019. ( 3 )2013 Stock Option Grant - 33.33% exercisable 4/08/2014; 33.33% exercisable 4/08/2015; and 33.33% exercisable 4/08/2016. ( 4 )2014 Stock Option Grant - 100% exercisable 3/28/2015; ( 5 )2015 Stock Option Grant - 100% exercisable 3/26/2016. ( 6 )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. ( 7 )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. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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