SEC FORM 5

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

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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).

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

44113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, 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)
12/31/2016

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)
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)	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							40,543	I	See footnote⁽¹⁾
Class A Common Stock	12/09/2016		G	31,600	D	$0	161,296	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							78,408	I	See footnote⁽⁵⁾
Class A Common Stock							10,155	D⁽⁶⁾
Class A Common Stock							11,938	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)
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)	(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⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	784		784	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	728,401		728,401	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	150,000		150,000	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	900		900	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	195,510		195,510	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	370,350		370,350	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽¹²⁾						08/08/1988⁽¹²⁾	08/08/1988⁽¹²⁾	Common Stock	468,444		468,444	I	See footnote⁽¹¹⁾
2007 Stock Option Grant (right to buy)	$65.35						03/29/2009⁽¹³⁾	03/29/2017	Class A Common	25,200		25,200	D⁽¹³⁾
2008 Stock Option Grant (right to buy)	$36.38						06/18/2010⁽¹⁴⁾	06/18/2018	Class A Common	17,721		17,721	D⁽¹⁴⁾
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011⁽¹⁵⁾	04/21/2019	Class A Common	21,797		21,797	D⁽¹⁵⁾
2010 Stock Option Grant (right to buy)	$15.89						04/14/2012⁽¹⁶⁾	04/14/2020	Class A Common	36,635		36,635	D⁽¹⁶⁾
2011 Stock Option Grant (right to buy)	$17.72						04/13/2013⁽¹⁷⁾	04/13/2021	Class A Common	24,103		24,103	D⁽¹⁷⁾
2012 Stock Option Grant (right to buy)	$14.74						04/11/2014⁽¹⁸⁾	04/11/2022	Class A Common	32,477		32,477	D⁽¹⁸⁾
2013 Stock Option Grant (right to buy)	$17.6						04/08/2015⁽¹⁹⁾	04/08/2023	Class A Common	30,384		30,384	D⁽¹⁹⁾
2014 Stock Option Grant (right to buy)	$17.6						03/28/2016⁽²⁰⁾	03/28/2024	Class A Common	28,745		28,745	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⁾
2014 Performance Shares	$0						12/31/2017⁽²³⁾	08/08/1988⁽²³⁾	Class A Common	17,796		17,796	D⁽²³⁾
2015 Performance Shares	$0						12/31/2017	08/08/1988	Class A Common	13,539		13,539	D⁽²⁴⁾
2016 Performance Shares	$0						12/31/2018	08/08/1988	Class A Common	17,908		17,908	D⁽²⁵⁾
2015 Out Performance Shares	$0						12/31/2017	08/08/1988	Class A Common	20,000		20,000	D⁽²⁶⁾

Explanation of Responses:

1. The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee) - trust holds 40,543 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 728,401 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 150,000 shares are held directly by the trust.

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 59,469 shares for the benefit of Matthew (son).

6. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

7. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.

8. RMS, Ltd. general partnership interest.

9. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Matthew (son) of the total number of shares in the trust, 31,058 are held by RMS, Ltd. as a limited partnership interest. The remaining 164,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.

10. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Sarah (daughter) of the total number of shares in the trust, 55,898 are held by RMS, Ltd. as a limited partnership interest. The remaining 314,452 are directly held by the trust. Ron Ratner serves as a trust advisor. 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. 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.

13. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

14. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

15. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

16. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

17. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

18. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

19. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

20. 2014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.

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. 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.

24. 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.

25. 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.

26. 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.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Ronald A. Ratner	02/13/2017
	** Signature of Reporting Person	Date
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