Sec Form 4 Filing - RATNER CHARLES A @ FOREST CITY ENTERPRISES INC - 2014-08-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RATNER CHARLES A 2. Issuer Name and Ticker or Trading Symbol FOREST CITY ENTERPRISES INC [ FCEA/FCEB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2014 (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 08/19/2014 S 25,000 D $ 20.141 ( 1 ) 142,368 I See footnote ( 1 ) Class A Common Stock 4,204 I See footnote ( 2 ) Class A Common Stock 506,007 I See footnote ( 3 ) Class A Common Stock 08/19/2014 S 60,000 D $ 20.072 ( 4 ) 381,806 I See footnote ( 4 ) Class A Common Stock 2,236 I See footnote ( 5 ) Class A Common Stock 8,198 I See footnote ( 5 ) Class A Common Stock 18,679 I See footnote ( 5 ) Class A Common Stock 5,389 I See footnote ( 5 ) Class A Common Stock 2,948 I See footnote ( 6 ) Class A Common Stock 08/19/2014 S 22,000 D $ 20.075 ( 7 ) 98,000 I See footnote ( 7 ) Class A Common Stock 2,227 I See footnote ( 8 ) Class A Common Stock 2,822 D ( 9 )

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 Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 900 900 I See footnote ( 10 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 75,078 75,078 I See footnote ( 11 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 453,536 453,536 I See footnote ( 12 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 5,992 5,992 I See footnote ( 5 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 5,992 5,992 I See footnote ( 5 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 5,992 5,992 I See footnote ( 5 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 5,992 5,992 I See footnote ( 5 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 73,080 73,080 I See footnote ( 7 ) Class B Common - Convertible $ 0 ( 16 ) 08/08/1988( 16 ) 08/08/1988( 16 ) Common Stock 378,500 378,500 I See footnote ( 8 ) 2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 13 ) 04/06/2015 Class A Common 40,000 40,000 D ( 13 ) 2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 14 ) 04/04/2016 Class A Common 40,000 40,000 D ( 14 ) 2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 15 ) 03/29/2017 Class A Common 40,000 40,000 D ( 15 ) 2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 15 ) 06/18/2018 Class A Common 19,691 19,691 D ( 15 ) 2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 15 ) 04/21/2019 Class A Common 24,220 24,220 D ( 15 ) 2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 15 ) 04/14/2020 Class A Common 40,289 40,289 D ( 15 ) 2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013 04/13/2021 Class A Common 26,782 26,782 D ( 15 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RATNER CHARLES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH44113 X X Chairman of the Board Signatures G eralyn M. Presti, Attorney-in-Fact for Charles A. Ratner 08/21/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Charles Ratner Revocable Trust dated 7/17/1981. The price $20.14078 represents a weighed average of sales prices ranging from $20.10 per share to $20.19 per share. 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. ( 2 )Held by spouse in an account at UBS Investments. ( 3 )Illana Horowitz Ratner Trust - dated 12/29/92 (spouse). ( 4 )Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan. The price $20.07216 represents a weighed average of sales prices ranging from $20.02 per share to $20.19 per share. 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. ( 5 )Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son), Rachel Ratner (daughter), Jonathan Ratner (son) & Adam Ratner (son). Charles Ratner is Trustee. Class B shares are held as a limited partnership interest in RMS, Ltd.. Charles Ratner disclaims any beneficial interest. ( 6 )Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. ( 7 )Max Ratner 1999 Irrevocable Trust - trust hold both Class A & Class B shares. Class B shares are held as a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd.. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest. The price $20.07488 represents a weighed average of sales prices ranging from $20.03 per share to $20.20 per share. 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. ( 8 )Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. ( 9 )2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. ( 10 )General Partnership interest in RMS, Ltd. partnership a 10% shareholder. ( 11 )The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest. ( 12 )The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd. ( 13 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. ( 14 )2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. ( 15 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 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. ( 16 )Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date.

Remarks: Adam Ratner, son of Charles Ratner, is no longer a dependent. Most of Adam Ratner's holdings that were reported on Charles Ratner's Form 4 have been removed. Trusts for children Kevin Ratner, Rachel Ratner and Jonathan Ratner that were reported have been removed. Charles Ratner is not a trustee and the children are all emancipated adults.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.