SC 13D Amendment No. 6

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement relates to the Class B Common Stock, $0.01 par value per share (the “Class B Common Stock”), of Forest City Realty Trust, Inc., a Maryland corporation and successor to Forest City Enterprises, Inc. pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the “Company”). Pursuant to the Company’s amended and restated charter (the “Charter”), holders of shares of Class B Common Stock are entitled to convert, at any time and at their election, each share of Class B Common Stock into one share of the Company’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”). Although these conversion rights are subject to the provisions of the Shareholders Agreement described herein for Reporting Persons that are parties to that agreement, as a result of the conversion rights in the Company’s Charter, each reporting person may deemed to beneficially own a number of shares of Class A Common Stock equal to the number of beneficially owned shares of Class B Common Stock. Any additional shares of Class A Common Stock that are beneficially owned by a reporting person are described in the notes that follow.


Note 1.		The reporting person has total voting power of 17,377,085 shares of Class B Common Stock which is distributed as follows: 12,887,108 RMS, Ltd. partnership units (“Units”), an Ohio limited partnership, which are exchangeable on a one-to-one basis for underlying shares of Class B Common Stock; 4,476,477 shares of Class B Common Stock attributable to the Shareholders (the “Shareholder(s)”) party to the Ratner, Miller and Shafran Shareholder’s Agreement dated December 20, 2013 which Shares are bound by the vote of RMS, Ltd. (the “Shareholder’s Agreement”) and shares voting power over the 13,5000 shares of Class B Common Stock held by Powell Partners, P.L.L. (“Powell”).

Note 2.		RMS, Ltd. shares voting power of the 13,500 shares of Class B Common Stock held by Powell and Powell has sole dispositive power over the 13,500 shares of Class B Common Stock held by it.

Note 3.		The reporting person disclaims beneficial ownership of all shares listed with the exception of the shares listed on Item No. 9.

Note 4.		The reporting person has sole dispositive power over 12,887,108 shares of Class B Common Stock held by RMS, Ltd. partnership and subject to the agreements of the partnership.

Note 5.		Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated holds sole dispositive power over 383,634 shares of Class B Common Stock. In addition, Albert Ratner Trust Agreement dated August 17, 1985 beneficially owns 104,392 shares of Class A Common Stock. Audrey G. Ratner, wife of Albert Ratner, beneficially owns 36,000 shares of Class A Common Stock and 900 shares of Class B Common Stock.

Note 6.		Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated holds sole dispositive power over 1,000 Shares. In addition, Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated beneficially owns 607,374 shares of Class A Common Stock. In addition, Brain Ratner, Trustee beneficially owns 61,192 shares of Class A Common stock options that are exercisable within the next 60 days.

Note 7.		In addition, the trust beneficially owns 7,096 shares of Class A Common Stock.

Note 8.		In addition, the trust beneficially owns 864,514 shares of Class A Common Stock.

Note 9.		In addition, the trust beneficially owns 26,596 shares of Class A Common Stock.

Note 10.		In addition, the trust beneficially owns 509,773 shares of Class A Common Stock. Michael Salzberg, Deborah’s husband, owns 55,790 .63 shares of Class A Common Stock. Deborah Ratner Salzberg also has a total of 61,547 shares of Class A stock options that are exercisable within the next 60 days.

Note 11.		In addition, the trust beneficially owns 83,603 shares of Class A Common Stock.

Note 12.		In addition, the trust beneficially owns 79,290 shares of Class A Common Stock.

Note 13.		Jon Ratner also beneficially owns 14,039 shares of Class A Common Stock also has a total of 3,000 shares of Class A stock options that are exercisable within the next 60 days.

Note 13.1		In addition, the trust beneficially owns 15,413 shares of Class A Common Stock.

Note 14.		In addition, Kevin Ratner beneficially owns 6,393 shares of Class A Common Stock. Kevin Ratner also has a total of 36,003 shares of Class A Common Stock options that are exercisable within the next 60 days.

Note 15.		In addition, the trust beneficially owns 1,696 shares of Class A Common Stock.

Note 16.		In addition, the trust beneficially owns 6,750 shares of Class A Common Stock.

Note 17.		In addition, the trust beneficially owns 98,000 shares of Class A Common Stock.

Note 18.		In addition, the trust beneficially owns 5,389 shares of Class A Common Stock.

Note 19.		James Ratner beneficially owns a total of 283, 529 shares of Class A Common Stock. James Ratner’s wife, Susan Ratner, also beneficially owns 95, 694 shares of Class A Common Stock. James Ratner also has a total of 174,490 shares of Class A Common Stock options that are exercisable within the next 60 days.

Note 20.		Mark Ratner, Trustee also beneficially owns 579,233 shares of Class A Common Stock. Mark Ratner, Trustee of the Nancy Ratner 2012 Irrevocable Trust Agreement dated December 24, 2012 FBO Mark Ratner beneficially owns 187,500 shares of Class A Common Stock. Nancy Ratner, wife of Mark Ratner also beneficially owns 60,300 shares of Class B Common Stock and 80,484 shares of Class A Common Stock.


Note 21.		In addition, the trust beneficially owns 18,679 shares of Class A Common Stock.

Note 22.		In addition, the trust beneficially owns 912 shares of Class A Common Stock.

Note 23.		Ronald Ratner, Trustee beneficially owns 10,853 shares of Class A Common Stock. Ronald Ratner also beneficially owns a total of 174,490 shares of Class A Common Stock options that are exercisable within the next 60 days. Ronald Ratner, Trustee of the Deborah Ratner 2012 Irrevocable Trust Agreement dated December 26, 2012 FBO Ronald Ratner also beneficially owns 187,500 shares of Class A Common Stock. Deborah B. Ratner, Trustee, wife of Ronald Ratner, also beneficially owns 206,646 shares of Class A Common Stock.

Note 24.		In addition, the trust beneficially owns 59,469 shares of Class A Common Stock.

Note 25.		In addition, the trust beneficially owns 18,939 shares of Class A Common Stock.

Note 26.		In addition, Tawny Ratner beneficially owns 17,144 shares of Class A Common Stock.

Note 27.		In addition, the trust beneficially owns 18,134 shares of Class A Common Stock.

Note 28.		In addition, the trust beneficially owns 27,134 shares of Class A Common Stock.

Note 29.		In addition, the trust beneficially owns 157,992 shares of Class A Common Stock.

Note 30.		In addition, the trust beneficially owns 4,192 shares of Class A Common Stock.

Note 31.		In addition, Sam Miller, Trustee beneficially owns 660,523 shares of Class A Common Stock.

Note 32.		In addition, Berimore beneficially owns 87,775 shares of Class A Common Stock.

This Amendment No. 6 (Amendment No. 6”) to Schedule 13D is being jointly filed by (i) RMS, Limited Partnership, an Ohio limited partnership (“RMS, Ltd. “), (ii) Powell Partners, Limited, an Ohio limited partnership (“Powell”) and (iii) the shareholders (“Shareholder(s)”) party to the Ratner, Miller and Shafran Shareholders Agreement (“Shareholders Agreement”) (collectively, the “ Reporting Persons “). This Amendment No. 6 amends the initial statement on Schedule 13D filed on November 17, 2006 (the “Original Schedule 13D”), the Amendment No. 2 to Schedule 13D filed on August 24, 2007 (“Amendment No. 2”), the Amendment No. 3 to Schedule 13D filed on September 28, 2012 (“Amendment No. 3”), the Amendment No. 4 to Schedule 13D filed on December 31, 2013 (“Amendment No. 4”) and the Amendment No. 5 to Schedule 13D filed on July 2, 2014 (“Amendment No. 5” and together with the Original Schedule 13D, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the “Schedule 13D”).

In the aggregate, the Reporting Persons beneficially own 17,390,585 shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock “), representing 92.4% of the outstanding shares of Class B Common Stock of Forest City Realty Trust, Inc. (the “Company”).

This Amendment No. 6 is being filed primarily to report the exemption granted by the Company’s Board of Directors to the Reporting Persons, in their capacity as a “group,” in connection with the conversion of the Company into a real estate investment trust, as described under Item 6 herein.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This statement relates to the Class B Common Stock of the Forest City Realty Trust, Inc., a Maryland corporation and successor to Forest City Enterprises, Inc., pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934. The shares of Class B Common Stock owned by the Reporting Persons are convertible on a share-for-share basis into shares of Class A Common Stock, $0.01 par value per share (the “ Class A Common Stock “) of the Company. The Company’s principal executive offices are located at Terminal Tower, Suite 1100, 50 Public Square, Cleveland, Ohio 44113.

(a)-(c) Based on the 18,805,285 shares of Class B Common Stock outstanding as of December 31, 2015, RMS Ltd. may be deemed to beneficially own 12,887,108, or 68.53%, of the Issuer’s outstanding shares of Class B Common Stock. RMS Ltd. has the sole power to vote or direct the vote of 17,377,085 shares of Class B Common Stock that RMS Ltd. may be deemed to beneficially own and as a member of a group with the Shareholders subject to the Ratner, Miller and Shafran Shareholder’s Agreement. RMS, Ltd. has sole voting power along with 4,489,977 Shares of Class B Common Stock held by the Shareholders and subject to the Ratner, Miller and Shafran Shareholder’s Agreement. RMS, Ltd. together with the shares owned by each Shareholder subject to the Ratner, Miller and Shafran Shareholder’s Agreement, RMS, Ltd. retains the power to vote or direct the vote of 92.4% of the Issuer’s outstanding shares of Class B Common Stock. Powell Partners, Limited owns .07% of the issued and outstanding shares of Class B Common stock outstanding as of December 31, 2015.

The certain of the limited partners of RMS, Ltd. who received Class B Common Stock, now known as the Shareholders of the Ratner, Miller and Shafran Shareholders Agreement are restricted from voting and directing the vote; however, the Shares shall be voted and directed in the same manner as the RMS, Ltd. Partnership Agreement. Each Shareholder below subject to the Ratner, Miller and Shafran Shareholder’s Agreement has the sole or shared power to dispose of the number of Shares that it solely owns with no other individual. Some trustee’s or individual’s acting on behalf of the Shareholder’s share dispositive power while acting in concert with another Shareholder trustee or Shareholder individual on behalf of a Shareholder who is also subject to the Shareholder’s Agreement. Each Shareholder may dispose of its Shares subject to a right of first refusal from other of the certain Shareholders subject to the Shareholder’s Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with the Company’s REIT Conversion, effective January 1, 2016, the Board of Directors of the Company granted an exemption to the Reporting Persons, solely in their capacity as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the stock ownership limitations contained in the Company’s Charter. This exemption was necessary because the ownership limitations in the Charter apply to each “person,” and the Charter defines “person” to include a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person, individually and in any other capacity, remains subject to the stock ownership limitations. In connection with this exemption, the Reporting Persons made certain representations, warranties and covenants to the Company relating to their individual ownership and other compliance with the Charter provisions.

Exhibit 99.1—Voting Agreement, dated November 8, 2006, by and among Forest City Enterprises, Inc., RMS, Limited Partnership, Powell Partners, Limited, Joseph M. Shafran and Bruce C. Ratner (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D.)

Exhibit 99.2—Joint Filing Agreement, dated December 23, 2013, by and among RMS, Limited Partnership, Powell Partners, Limited and the Shareholders of the Ratner, Miller and Shafran Shareholders Agreement (incorporated by reference to Exhibit 99.2 to Amendment No. 5).

Exhibit 99.3—The Ratner, Miller and Shafran Shareholders Agreement dated December 20, 2013 (incorporated by reference to Exhibit 99.3 to Amendment No. 5).

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Listed below are the names and principal occupations of each of the general partners of RMS, Limited Partnership. Each partner’s business address is 50 Public Square, Suite 1600, Cleveland, Ohio 44113.

Listed below are the names and principal occupations of each of the Powell Partners, Limited. Each member’s business address is 2720 Van Aken Blvd., Suite 200, Cleveland, OH 44120.

Listed below are the names and principal occupations of each of the Shareholders. Each Shareholder’s business address is 50 Public Square, Suite 1600, Cleveland, OH 44113.


(1)	Names of reporting persons RMS, Ltd.
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 17,377,085 (See Note 1)
		(8)	Shared voting power 13,500 (See Note 2)
		(9)	Sole dispositive power 12,887,108 (See Note 4)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Powell Partners, Limited
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 13,500
		(8)	Shared voting power 17,377,085
		(9)	Sole dispositive power 13,500 (See Note 2)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 383,634 (See Note 5)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated (Co Trustees: Albert Ratner and Brian Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 1,000 (See Note 6)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons David J. Ratner Trust Agreement dated May 4, 2008 (Co Trustees: David Ratner and Brian Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 1,580
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner (Trustee: Brian Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 158,984 (See Note 7)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 (Co Trustees: Emily F. Ratner and Tawny Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 85,712
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


(1)	Names of reporting persons Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated (Trustee: Deborah Ratner Salzberg)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 378,000 (See Note 10)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Trust Agreement of Anna Salzberg dated September 30, 2009 (Co Trustees: Anna Salzberg and Deborah Ratner Salzberg)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 5,040
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Jonathan Ratner
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 4,050 (See Note 13)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Kevin Ratner
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 4,050 (See Note 14)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Rachel Ratner 1988 Trust Agreement dated November 26, 1988 (Co Trustees: Rachel Ratner and Ronald Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 183,327 (See Note 16)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner (Co Trustees: Deborah Ratner Salzberg and Brian Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 73,080 (See Note 17)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner (Co Trustees: Charles Ratner and James Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 5,992 (See Note 18)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated (Co Trustees: James Ratner and Ronald Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 556,833 (See Note 19)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Mark Ratner, Trustees of the Mark Ratner Revocable Trust Agreement dated September 10, 1983, as amended and restated
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 115,300 (See Note 20)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 (Co Trustees: Charles Ratner and James Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 97,974
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner (Co Trustees: Charles Ratner, James Ratner and Ronald Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 55,350 (See Note 21)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated (Co Trustees: Charles Ratner and James Ratner)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 314,452 (See Note 22)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Ronald Ratner, Trustee of the Ronald Ratner Revocable Trust Agreement dated December 18, 1986, as amended and restated
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 150,000 (See Note 23)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person OO


(1)	Names of reporting persons Tawny Ratner
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 2,700 (See Note 26)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons Max Miller Revocable Trust (Co Trustees: Max Miller and Abraham Miller)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 16,701
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller (Trustee: Abraham Miller)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 55,589 (See Note 27)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 (Co Trustees: Bruce Geier and Deborah Ratner Salzberg)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 23,614
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated (Trustee: Richard Miller)
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 46,946 (See Note 29)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons Sam Miller, Trustee
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 278,718 (See Note 31)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person IN


(1)	Names of reporting persons The Berimore Company, P.L.L.
(2)	Check the appropriate box if a member of a group (a) x (b) ¨
(3)	SEC use only
(4)	Source of funds 00
(5)	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization Ohio
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0
		(8)	Shared voting power 0
		(9)	Sole dispositive power 525,157 (See Note 32)
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 17,390,585 (See Note 3)
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 92.4%
(14)	Type of reporting person PN


Person	Shares Beneficially Owned		Percent of Outstanding Shares (1)
1.) RMS, Ltd.		12,887,108		68.53	%
2.) Powell Partners, Ltd.		13,500		.07	%
3.) Albert B. Ratner		383,634		2.04	%
4.) Brian Ratner		1,000		.01	%
5.) David J. Ratner Trust Agreement dated May 4, 2008		1,580		.01	%
6.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO David Ratner		158,984		.85	%
7.) Albert B. Ratner 1986 Grandchildren’s Trust Agreement dated December 29, 1986 FBO David Ratner		388,634		2.07	%


8.) Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December 29, 1986	200,000	1.06	%
9.) Emily F. Ratner Revocable Trust Agreement Dated August 15, 2007	85,712	.46	%
10.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 Emily Ratner	63,290	.34	%
11.) Deborah Ratner Salzberg	378,000	2.01	%
12.) Trust Agreement of Anna Salzberg dated September 30, 2009	5,040	.03	%
13.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement Dated June 12, 1989 FBO Anna Salzberg	33,834	.18	%
14.) Albert B. Ratner 1989 Grandchildren’s Trust Agreement Dated June 12, 1989 FBO Eric Salzberg	33,514	.19
15.) Jonathan Ratner	4,050	.02	%
16.) Jonathan Ratner 1992 Trust Agreement Dated January 2, 1992	183,277	.97	%
17.) Kevin Ratner	4,050	.02	%
18.) Kevin Ratner 1986 Trust Agreement dated December 18, 1986	183,277	.97	%
19.) Rachel Ratner 1988 Trust Agreement dated November 26, 1988	183,327	.96	%
20.) Max Ratner Family 1999 Irrevocable Trust Agreement Dated December 28, 1999 FBO Adam Ratner	73,080	.39	%
21.) Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner	5,992	.03	%
22.) James Ratner Revocable Trust Agreement dated December 4, 1981	556,833	3.01	%
23.) James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner	16,721	.09	%
24.) Mark Ratner Revocable Trust Agreement dated September 10, 1983	115,300	.61	%
25.) Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994	97,974	.52	%
26.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner	100,000	.53	%
27.) Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner	55,350	.29	%
28.) Stacy Ratner 1994 Trust Agreement dated March 26, 1994	314,452	1.67	%
29.) Ronald Ratner	150,000	.8	%
30.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner	164,452	.87	%
31.) Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner	314,452	1.67	%
32.) Tawny Ratner	2,700	.01	%
33.) Max Miller Revocable Trust	16,701	.09	%
34.) Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller	55,589	.3	%
35.) Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009	23,614	.13	%


36.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller	29,797	.16	%
37.) Trust Agreement of Jacob Andrew Miller dated March 12, 2010	16,701	.09	%
38.) Ruth Miller 1989 Grandchildren’s Trust Agreement Dated December 5, 1989 FBO Jacob Miller	55,589	.3	%
39.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller	29,797	.16	%
40.) Gabrielle Miller Trust Agreement dated November 29, 1985	46,946	.25	%
41.) Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller	7,693	.04	%
42.) Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller	2,848	.02	%
43.) Sam Miller	278,718	1.48	%
44.) The Berimore Company, P.L.L.	525,157	2.79	%


General Partners		Principal Occupation
Samuel L. Miller, Trustee		Co-Chairman Emeritus of Forest City Realty Trust, Inc.

Abraham Miller		President of Barb’s Graffiti, Inc.

Brian J. Ratner		Executive Vice President of Forest City Realty Trust, Inc.

Charles A. Ratner		Chairman of the Board of Forest City Realty Trust, Inc.

Deborah Ratner-Salzberg		Executive Vice President of Forest City Realty Trust, Inc.

Ronald A. Ratner		Executive Vice President – Development of Forest City Realty Trust, Inc.

Joan K. Shafran		Chief Operating Officer, Powell Partners, Limited and Executive Managing Partner, The Berimore Co.


Members		Principal Occupation
Joseph M. Shafran		President of Paran Management, Ltd.

Joan K. Shafran		Chief Operating Officer, Powell Partners, Limited and Executive Managing Partner, The Berimore Co.

Paula Shafran Krulak		Private Investor


Albert B. Ratner 1989 Grandchildren’s Trust Agreement dated June 12, 1989 FBO Eric Salzberg		The trust holds, manages and invests assets for its beneficiary.

Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and		The trust holds, manages and invests assets for its beneficiary.

Rachel Ratner 1988 Trust Agreement dated November 26, 1988		The trust holds, manages and invests assets for its beneficiary.

Jonathan Ratner 1992 Trust Agreement dated January 2, 1992		The trust holds, manages and invests assets for its beneficiary.

Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner		The trust holds, manages and invests assets for its beneficiary.

Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner		The trust holds, manages and invests assets for its beneficiary.

Austin G. Ratner 1992 Trust Agreement dated January 5, 1992, as amended and restated		The trust holds, manages and invests assets for its beneficiary.

James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner		The trust holds, manages and invests assets for its beneficiary.

Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993, as amended and restated		The trust holds, manages and invests assets for its beneficiary.

Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner		The trust holds, manages and invests assets for its beneficiary.

Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994		The trust holds, manages and invests assets for its beneficiary.

Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner		The trust holds, manages and invests assets for its beneficiary.

Mark Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel E. Ratner		The trust holds, manages and invests assets for its beneficiary.

Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner		The trust holds, manages and invests assets for its beneficiary.

Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated		The trust holds, manages and invests assets for its beneficiary.

Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Matthew Ratner		The trust holds, manages and invests assets for its beneficiary.

Max Ratner 1988 Grandchildren’s Trust Agreement dated December 21, 1988 FBO Sarah Ratner		The trust holds, manages and invests assets for its beneficiary.

The Sam Miller Trust		The trust holds, manages and invests assets for its beneficiary.

Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009		The trust holds, manages and invests assets for its beneficiary.

Jacob Andrew Miller Trust Agreement dated March 12, 2010		The trust holds, manages and invests assets for its beneficiary.

Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 5, 1989 FBO Jacob Miller		The trust holds, manages and invests assets for its beneficiary.

Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Max Miller		The trust holds, manages and invests assets for its beneficiary.

Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller		The trust holds, manages and invests assets for its beneficiary.

Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller		The trust holds, manages and invests assets for its beneficiary.

Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated		The trust holds, manages and invests assets for its beneficiary.

Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller		The trust holds, manages and invests assets for its beneficiary.

Ruth Miller 1989 Grandchildren’s Trust Agreement dated December 1, 1989 FBO Elena Miller		The trust holds, manages and invests assets for its beneficiary.

Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller		The trust holds, manages and invests assets for its beneficiary.