SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
LARUE DAVID J

(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100

(Street)
CLEVELAND OH 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 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2016
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 14,327.233 I See footnote(1)
Class A Common Stock 33,150.747 I See footnote(2)
Class A Common Stock 24,675 D(3)
Class A Common Stock 33,578 D(4)
Class A Common Stock 4,736.109 I See footnote(5)
Class A Common Stock 4,736.109 I See footnote(6)
Class A Common Stock 4,736.109 I See footnote(7)
Class A Common Stock 25,707 D(8)
Class A Common Stock 1,813.829 D(9)
Class A Common Stock 6,726.282 I See footnote(10)
Class A Common Stock 3,929.963 D(11)
Class A Common Stock 03/26/2016 F(12) 3,903 D $21.02 193,405 D(12)
Class A Common Stock 31,502.245 I 401k Plan(13)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common - Convertible $0 08/08/1988(27) 08/08/1988(27) Common Stock 1,435.4697 1,435.4697 I 401k Plan(13)
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(14) 04/04/2016 Class A Common 25,200 25,200 D(14)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(15) 03/29/2017 Class A Common 25,200 25,200 D(15)
2008 Stock Option Grant (right to buy) $36.38 06/18/2010(16) 06/18/2018 Class A Common 28,059 28,059 D(16)
2010 Stock Option Grant (right to buy) $15.89 04/14/2012(17) 04/14/2020 Class A Common 26,893 26,893 D(17)
2011 Stock Option Grant (right to buy) $17.72 04/13/2013(18) 04/13/2021 Class A Common 64,277 64,277 D(18)
2012 Stock Option Grant (right to buy) $14.74 04/11/2014(19) 04/11/2022 Class A Common 77,945 77,945 D(19)
2013 Stock Option Grant (right to buy) $17.6 04/08/2015(20) 04/08/2023 Class A Common 65,630 65,630 D(20)
2014 Stock Option Grant (right to buy) $18.73 03/28/2016(21) 03/28/2024 Class A Common 62,090 62,090 D(21)
2013 Performance Shares $0 12/31/2016 08/08/1988(22) Class A Common 38,751 38,751 D(22)
2014 Performance Shares $0 12/31/2017 08/08/1988(23) Class A Common 38,441 38,441 D(23)
2015 Performance Shares $0 12/31/2017 08/08/1988(24) Class A Common 32,900 32,900 D(24)
2016 Performance Shares $0 12/31/2018 08/08/1988(25) Class A Common 50,367 50,367 D(25)
2015 Out Performance Shares $0 12/31/2017 08/08/1988(26) Class A Common 50,000 50,000 D(26)
Explanation of Responses:
1. David J. LaRue Trust.
2. David LaRue Family Trust
3. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. 8,225 shares vested on 3/26/2016 and were transferred to DRS account referenced in footnote #12.
4. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
5. Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
6. Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
7. Shares held by Tessa LaRue, daughter,
8. Shares are held in street account.
9. Shares held by David LaRue - Roth IRA
10. Shares are held by Cindy LaRue (spouse) in street account.
11. Shares are held by David LaRue & Cindy LaRue Trust account.
12. Shares are held by transfer agent in a direct registration account. 8,225 shares vested on 3/26/2016, of those 3,903 shares were returned to the Company to cover taxes.
13. FCE's 401k Plan account, shares are held indirect.
14. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
15. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
16. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
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. 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.
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 vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee 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.
27. Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for David J. LaRue 03/28/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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