SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* RATNER RONALD A (Last) (First) (Middle) 50 PUBLIC SQUARE, SUIT 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2013
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	04/02/2013		G	1,696	D	$0	551,985	I	See footnote(1)
Class A Common Stock	09/26/2013		G	27,000	D	$0	524,985	I	See footnote(1)
Class A Common Stock	12/23/2013		G	10,000	D	$0	514,985	I	See footnote(1)
Class A Common Stock							231,646	I	See footnote(2)
Class A Common Stock							187,500	I	See footnote(3)
Class A Common Stock							4,696	I	See footnote(4)
Class A Common Stock							28,408	I	See footnote(5)
Class A Common Stock							2,266	D(6)
Class A Common Stock							3,810	D(7)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	900		900	I(8)	See footnote
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	784		784	D
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	728,401		728,401	I	See footnote(9)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	715,860		715,860	I	See footnote(10)
Class B Common - Convertible	$0(23)						08/08/1988(23)	08/08/1988(23)	Common Stock	468,444		468,444	I	See footnote(11)
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)	04/06/2015	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	17,721		17,721	D(15)
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011(16)	04/21/2019	Class A Common	21,797		21,797	D(16)
2010 Stock Option Grant (right to buy)	$15.89						04/14/2012(17)	04/14/2020	Class A Common	36,635		36,635	D(17)
2011 Stock Option Grant (right to buy)	$17.72						04/13/2013(18)	04/13/2021	Class A Common	24,103		24,103	D(18)
2012 Stock Option Grant (right to buy)	$14.74						04/11/2014(19)	04/11/2022	Class A Common	32,477		32,477	D(19)
2013 Stock Option Grant (right to buy)	$17.6						04/08/2015(20)	04/08/2023	Class A Common	30,384		30,384	D(20)
2012 Performance Shares	$0						12/31/2015(21)	08/08/1988(21)	Class A Common	20,352		20,352	D(21)
2013 Performance Shares	$0						12/31/2016(22)	08/08/1988(22)	Class A Common	17,940		17,940	D(22)

Explanation of Responses:

1. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee)

2. Deborah Ratner Trust - individually trust of spouse, shares held in account at UBS Financial Services.

3. Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.

4. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.

5. Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 shares for the benefit of Sarah (daughter) and 9,469 shares for the benefit of Matthew (son).

6. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

7. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

8. RMS, Ltd. general partnership interest.

9. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee); these shares are held by FCE Management, LP as a limited partner of RMS, Ltd. (limited partnership).

10. Max Ratner Grandchildren's Trust dated 12/21/1988 - 370,350 shares for the benefit of Sarah (daughter) and 345,510 for the benefit of Matthew (son) RMS, Ltd. - limited partnership interest. Share value changed to add back in Matthew's allocation, since Ron Ratner serves as a trust advisor. Shares had been previously reported but removed when Matthew was declared independent of his parents. Ronald Ratner disclaims any beneficial interest.

11. Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.

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

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

23. 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.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner	02/14/2014
	** 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).
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