Sec Form 4 Filing - RATNERSALZBERG DEBORAH @ FOREST CITY ENTERPRISES INC - 2014-09-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
RATNERSALZBERG DEBORAH
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)
Executive Vice President
(Last) (First) (Middle)
301 WATER ST SE SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
09/02/2014
(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 09/02/2014 S( 23 ) 6,000 D $ 20.9849 ( 1 ) 550,773 I See footnote ( 1 )
Class A Common Stock 44,135 I See footnote ( 2 )
Class A Common Stock 13,465 I See footnote ( 2 )
Class A Common Stock 163,418 I See footnote ( 3 )
Class A Common Stock 432,257 I See footnote ( 4 )
Class A Common Stock 3,676 I See footnote ( 5 )
Class A Common Stock 7,352 I See footnote ( 6 )
Class A Common Stock 7,352 I See footnote ( 7 )
Class A Common Stock 2,891 D ( 8 )
Class A Common Stock 5,966 D ( 9 )
Class A Common Stock 6,866 D ( 10 )
Class A Common Stock 6,629 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
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 900 900 ( 12 ) D
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 180 180 I See footnote ( 2 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 100,000 100,000 I See footnote ( 4 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 148,800 148,800 I See footnote ( 5 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 782,666 782,666 I See footnote ( 13 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 5,040 5,040 I See footnote ( 14 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 33,834 33,834 I See footnote ( 15 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 33,514 33,514 I See footnote ( 16 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 58,392 58,392 I See footnote ( 6 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 179,140 179,140 I See footnote ( 17 )
Class B Common - Convertible $ 0 ( 22 ) 08/08/1988( 22 ) 08/08/1988( 22 ) Common Stock 515,489 515,489 I See footnote ( 7 )
2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 18 ) 04/06/2015 Class A Common 15,000 15,000 D ( 18 )
2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 18 ) 04/04/2016 Class A Common 15,000 15,000 D ( 18 )
2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 18 ) 03/29/2017 Class A Common 15,000 15,000 D ( 18 )
2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 18 ) 06/18/2018 Class A Common 9,599 9,599 D ( 18 )
2009 Stock Option Grant (right to buy) $ 7.8 04/21/2011( 18 ) 04/21/2019 Class A Common 4,800 4,800 D ( 18 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 18 ) 04/14/2020 Class A Common 8,002 8,002 D ( 18 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 18 ) 04/13/2021 Class A Common 9,146 9,146 D ( 18 )
2012 Performance Shares $ 0 12/31/2015 08/08/1988( 19 ) Class A Common 7,954 7,954 D ( 19 )
2013 Performance Shares $ 0 12/31/2016 08/08/1988( 20 ) Class A Common 6,504 6,504 D ( 20 )
2014 Performance Shares $ 0 12/31/2017 08/08/1988( 21 ) Class A Common 6,629 6,629 D ( 21 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RATNERSALZBERG DEBORAH
301 WATER ST SE SUITE 201
WASHINGTON, DC20003
X X Executive Vice President
Signatures
Geralyn M. Presti, Attorney-In-Fact for Deborah Ratner-Salzberg 09/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The price $20.9849 represents a weighed average of sales prices ranging from $20.96 per share to $21.00 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 )Michael Salzberg (spouse) shares held directly in street accounts.
( 3 )Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 83,603 and Eric Salzberg (son) 79,815. Deborah Ratner-Salzberg disclaims any beneficial interest.
( 4 )Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 216,128 Class A shares & 50,000 Class B shares, and Eric Salzberg (son) 216,129 Class A shares & 50,000 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest.
( 5 )Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter).
( 6 )Albert B. Ratner 1987 Family Trust - (Class B shares are held as a limited partner in RMS, Ltd.) for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.
( 7 )Albert B. Ratner 1999 Revocable Trust- 515,489 Class B shares are held as a limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are not held as a limited partnership interest in FCE Management, LP.
( 8 )2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 9 )2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
( 10 )2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
( 11 )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.
( 12 )General Partnership interest in RMS, Ltd., an Ohio limited partnership.
( 13 )U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - limited partnership interest in RMS, Ltd. limited partnership. 378,822 shares are held as a direct limited partner of RMS, Ltd and 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.).
( 14 )Anna Salzberg (daughter), shares are held in street account at UBS Financial Services as limited partner in RMS, Ltd. Deborah Ratner-Salzberg disclaims any benefical interest.
( 15 )Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.
( 16 )Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.
( 17 )Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest.
( 18 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exercisable 4/04/2010. 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.
( 19 )Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.
( 20 )Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
( 21 )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.
( 22 )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.
( 23 )Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person (trust) on December 19, 2013.

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.