SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OBRIEN ROBERT G (Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100 (Street) CLEVELAND OH 44113 (City) (State) (Zip)	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) Director 10% Owner X Officer (give title below) Other (specify below) Exec VP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 04/08/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								48,277	I	See footnote(1)
Class A Common Stock								67,444	I	See footnote(2)
Class A Common Stock								22,328	D(3)
Class A Common Stock								45,783	D(4)
Class A Common Stock								65,744	D(5)
Class A Common Stock								57,666	D(6)
Class A Common Stock	04/08/2013		A		48,295	A	$0	48,295	D(7)
Class A Common Stock								10,327	I	See footnote(8)
Class A Common Stock								10,343	I	See footnote(9)
Class A Common Stock								10,343	I	See footnote(10)
Class A Common Stock								49,288	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007(12)	04/06/2015	Class A Common	25,200		25,200	D(12)
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008(13)	04/04/2016	Class A Common	25,200		25,200	D(13)
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009(14)	03/29/2017	Class A Common	25,200		25,200	D(14)
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010(15)	06/18/2018	Class A Common	28,059		28,059	D(15)
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011(16)	04/21/2019	Class A Common	14,030		14,030	D(16)
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012(17)	04/14/2020	Class A Common	36,035		36,035	D(17)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013(18)	04/13/2021	Class A Common	44,190		44,190	D(18)
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014(19)	04/11/2022	Class A Common	39,694		39,694	D(19)
2013 Stock Option Grant (right to buy)	$17.6	04/08/2013		A		33,422		04/08/2015(20)	04/08/2023	Class A Common	33,422	$0	33,422	D(20)
2012 Performance Shares	$0							12/31/2015	08/08/1988(21)	Class A Common	24,875		24,875	D(21)
2013 Performance Shares	$0	04/08/2013		A		19,734		12/31/2016	08/08/1988(22)	Class A Common	19,734	$0(22)	19,734	D(22)

Explanation of Responses:

1. 2008 GRAT for Robert G. O'Brien.

2. Robert G. O'Brien Trust - account with Schwab .

3. 2009 Restricted Stock Grant - 25% vest on 4/21/2011; 25% vest on 4/21/2012; and 50% vest on 4/21/2013.

4. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

5. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

6. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.

7. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.

8. Shares held by Robert L. O'Brien, son - Indirect

9. Shares held by Kathleen G. O'Brien, daughter - Indirect

10. Shares held by Sara F. O'Brien, daughter - Indirect

11. Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth.

12. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

13. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

14. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

15. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

16. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

17. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

18. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

19. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

20. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

21. 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.

22. 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.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien	04/10/2013
	** Signature of Reporting Person	Date
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).
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