SEC FORM 4

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

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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^*

RATNER BRIAN J

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2010		S⁽¹⁾		3,175	D	$12.801	914,710	I	See footnote⁽¹⁾
Class A Common Stock								3,192	I	See foot note⁽²⁾
Class A Common Stock								1,988	D⁽³⁾
Class A Common Stock								10,189	D⁽⁴⁾
Class A Common Stock								4,975	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	900		900⁽⁶⁾	D
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	228,858		228,858	I	See foot note⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	332,204		332,204	I	See foot note⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	182,090		182,090	I	See foot note⁽⁹⁾
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	86,396		86,396	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽¹⁹⁾							08/08/1988⁽¹⁹⁾	08/08/1988⁽¹⁹⁾	Common Stock	225,547		225,547	I	See foot note⁽¹¹⁾
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005⁽¹²⁾	03/17/2013	Class A Common	16,200		16,200	D
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽¹³⁾	04/06/2015	Class A Common	15,000		15,000	D⁽¹³⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽¹⁴⁾	04/04/2016	Class A Common	15,000		15,000	D⁽¹⁴⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽¹⁵⁾	03/29/2017	Class A Common	15,000		15,000	D⁽¹⁵⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁶⁾	06/18/2018	Class A Common	9,492		9,492	D⁽¹⁶⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁷⁾	04/21/2019	Class A Common	4,746		4,746	D⁽¹⁷⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2011⁽¹⁸⁾	04/14/2020	Class A Common	7,913		7,913	D⁽¹⁸⁾

Explanation of Responses:

1. Brian Ratner Revocable Trust dated 8/18/1986; Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 14, 2010. The price $12.801 represents a weighed average of sales prices ranging from $12.71 per share to $12.85 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. 662 shares of restricted stock that vested 6/18/2010 were moved to this account.

2. Albert B. Ratner 1989 Grand Childrens Trust - 1,596 shares for the benefit of David (son), and 1,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust.

3. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012. 625 shares that vested were moved to street account footnote 6.

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

5. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

6. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.

7. Brian Ratner Trust dated 1/15/1958 - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd.

8. Albert Ratner 1989 Grandchildren Trust - 166,281 shares for the benefit of David (son), and 165,923 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust.

9. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.

10. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.

11. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust.

12. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.

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 on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

15. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

16. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

17. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

18. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

19. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner	10/04/2010
	** 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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