0001217462-17-000013.txt : 20171220 0001217462-17-000013.hdr.sgml : 20171220 20171220182619 ACCESSION NUMBER: 0001217462-17-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171218 FILED AS OF DATE: 20171220 DATE AS OF CHANGE: 20171220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER BRIAN J CENTRAL INDEX KEY: 0001217462 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 171267698 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forest City Realty Trust, Inc. CENTRAL INDEX KEY: 0001647509 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 474113168 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: (216) 621-6060 MAIL ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-18 0001647509 Forest City Realty Trust, Inc. FCEA 0001217462 RATNER BRIAN J 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 1 0 0 Executive Vice President Class A Common Stock 2017-12-18 4 S 0 7874 24.43 D 1068763 I See footnote Class A Common Stock 2017-12-19 4 S 0 4963 24.10 D 1063800 I See footnote Class A Common Stock 2017-12-20 4 S 0 132 24.03 D 1063668 I See footnote Class A Common Stock 2017-12-18 4 S 0 12218 24.43 D 677581 I See footnote Class A Common Stock 2017-12-19 4 S 0 7700 24.10 D 669881 I See footnote Class A Common Stock 2017-12-20 4 S 0 206 24.03 D 669675 I See footnote Class A Common Stock 563258 I See footnote Class A Common Stock 137282 I See footnote Class A Common Stock 4004 D Class A Common Stock 3138 D Class A Common Stock 5480 D Class A Common Stock 7218 D Class A Common Stock 1179 D Class A Common Stock 2069 I See footnote Class A Common Stock 295466 I See footnote Class A Common Stock 46161 I See footnote 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 9492 9492 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 4746 4746 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 7913 7913 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 9041 9041 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 8008 8008 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 6275 6275 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 7306 7306 D 2017 Performance Shares 0 2019-12-31 1988-08-08 Class A Common 7218 7218 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 14000 14000 D Brian Ratner Revocable Trust dated 8/18/1986. On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 7,874 shares, 4,963 shares and 132 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.43, $24.10 and $24.03 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 per share, and from $24.00 to $24.07 per share, respectively. 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. Post-transactions, the Trust holds 1,063, 668 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 699,068 directly. Albert B. Ratner 1989 Grandchildren's Trust. On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 12,218 shares, 7,700 shares and 206 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/17.The prices of $25.43, $24.10 and $24.03 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 per share, and from $24.00 to $24.07, respectively. Full information on 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. Post-transactions, the Trust holds 669,675 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 238, 002 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 131, 673directly fbo Emily. Brian Ratner disclaims any beneficial interest. Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest. Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). Trust holds 137,282 shares of Class A Common Stock directly. 2014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018. 2015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018. 2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. General Partnership interest in RMS, Ltd Partnership. David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest. Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. 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. 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. Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 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 $24.62 per share. There is no fixed expiration date. Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 $20.94 per share. There is no fixed expiration date. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date. Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 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 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date. Amended to add weighted sales detail to footnote. J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner 2017-12-20 EX-24 2 poa-bratner.txt SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Ketan K. Patel, J. Matthew Shady and Maria Tosheva-Nikolova, with full power of substitution and resubstitution, as attorney of the undersigned, their name, place and stead, to sign and file under the Securities Exchange Act of 1934, Section 16 Reporting Forms, any and all amendments and apply for EDGAR Access Codes as required thereto, to be filed with the Securities and Exchange Commission pertaining to such filing, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorney and any such substitute. EFFECTIVE as of May 31, 2017. By: \s\ Brian J. Ratner Brian J. Ratner