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^*

SHAFRAN JOAN K

(Last)

(First)

(Middle)

26 LANDSDOWNE ST.

(Street)

CAMBRIDGE

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% group member.

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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							73,685⁽⁸⁾	D⁽¹⁾
Class A Common Stock	06/12/2017		J⁽⁷⁾	1,774,724	A	⁽⁷⁾	1,804,196⁽⁸⁾	I⁽²⁾	See footnote⁽²⁾
Class A Common Stock							37,156⁽⁸⁾	D⁽³⁾
Class A Common Stock	06/12/2017		J⁽⁷⁾	1,179	A	⁽⁷⁾	1,179⁽⁸⁾	D⁽⁴⁾
Class A Common Stock	06/12/2017		J⁽⁷⁾	17,685	A	⁽⁷⁾	1,179⁽⁸⁾	I	See footnote⁽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)	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	$0.00⁽⁷⁾	06/12/2017		J⁽⁷⁾		900	08/08/1988⁽⁶⁾	08/08/1988⁽⁶⁾	Common Stock	900	⁽⁷⁾	0⁽⁸⁾	D⁽⁴⁾
Class B Common - Convertible	$0.00⁽⁷⁾	06/12/2017		J⁽⁷⁾		1,354,751	08/08/1988⁽⁶⁾	08/08/1988⁽⁶⁾	Common Stock	1,354,751	⁽⁷⁾	0⁽⁸⁾	I	See footnote⁽²⁾
Class B Common - Convertible	$0.00⁽⁷⁾	06/12/2017		J⁽⁷⁾		13,500	08/08/1988⁽⁶⁾	08/08/1988⁽⁶⁾	Common Stock	13,500	⁽⁷⁾	0⁽⁸⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Joan Shafran, Trustee - held in street account with Barclays.

2. Held Indirect - Held by The Berimore Company as a limited partner of RMS, Ltd. Joan Shafran is a general partner of The Berimore Company along with siblings, Joseph Shafran and Paula Krulak. 1,354,751 shares of Class B Common Stock were reclassified and exchanged into 1,774,724 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, 1,194,100 shares of Class A Common Stock are held as a direct limited partners of RMS, Ltd. and 610,096 shares of Class A Common Stock are held directly.

3. Joan Shafran GRIT dated 8/01/2007. Joan Shafran receives income from the shares but has no beneficial interest; Joan Shafran serves as a Trustee for the trust. Class A Common stock is held directly.

4. General Partner of RMS, Ltd. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class a Common Stock as of 6/12/17, which is held directly.

5. Held Indirect - Powell Partners. 13,500 shares of Class B Common Stock were reclassified and exchanged into 17,685 shares of Class A Common Stock as of 06/12/17.

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

7. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock.

8. Reported as of 6/12/2017, the date the Reporting Person ceased to be subject to Section 16.

Remarks:

	/s/ Mark R. Tepsich, Attorney-In-Fact for Joan K. Shafran	02/14/2018
	** 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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