0001217464-17-000012.txt : 20171220 0001217464-17-000012.hdr.sgml : 20171220 20171220180910 ACCESSION NUMBER: 0001217464-17-000012 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 JAMES A CENTRAL INDEX KEY: 0001217464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 171267661 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 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 0001217464 RATNER JAMES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 1 0 0 0 Class A Common Stock 2017-12-18 4 S 0 29414 24.43 D 1331345 I See footnote Class A Common Stock 2017-12-19 4 S 0 18539 24.10 D 1312806 I See footnote Class A Common Stock 2017-12-20 4 S 0 6214 23.77 D 1306592 I See footnote Class A Common Stock 95694 I See footnote Class A Common Stock 2017-12-18 4 S 0 9050 24.43 D 91639 I See footnote Class A Common Stock 2017-12-19 4 S 0 5704 24.10 D 85935 I See footnote Class A Common Stock 2017-12-20 4 S 0 1913 23.77 D 84022 I See footnote Class A Common Stock 34089 I See footnote Class A Common Stock 76525 I See footnote Class A Common Stock 6770 D Class A Common Stock 8954 D Class A Common Stock 11452 D Class A Common Stock 7849 I See footnote Class A Common Stock 340907 I See footnote Class A Common Stock 340907 I See footnote Class A Common Stock 50370 I See footnote 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 17721 17721 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 21797 21797 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 36635 36635 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 24103 24103 D 2012 Stock Option Grant (right to buy) 14.74 2014-04-11 2022-04-11 Class A Common 32477 32477 D 2013 Stock Option Grant (right to buy) 17.60 2015-04-08 2023-04-08 Class A Common 30384 30384 D 2014 Stock Option Grant (right to buy) 18.73 2016-03-28 2024-03-28 Class A Common 28745 28745 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 17796 17796 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 13539 13539 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 17908 17908 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 20000 20000 D James Ratner Revocable Trust dated 12/04/1981. On 12/18/17, 12/19 /2017 and 12/20/17 the Trust sold 29,414 shares, 18,539 and 6,214 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.43, $24.10 and $23.77 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 $23.59 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 1,306,592 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 713,292 shares directly. Held by spouse at street account with Stifel Nicolaus & Co., Inc. Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 12/18/17, 12/19 /17 and 12/20/17, the Trust sold 9,050 shares, 5,704 shares and 1,913 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.43, $24.10 and $23.77 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 $23.59 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 84,022 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).Trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. 2017 Restricted Stock Grant - 100% vest on 3/24/2018. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly. 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. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. 2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018. 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. 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. J. Matthew Shady, Attorney-In-Fact For James A. Ratner 2017-12-20 EX-24 2 poa-jratner.txt POWER OF ATTORNEY 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\ James A. Ratner James A. Ratner