SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

O'Brien Robert G.

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(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
X	Officer (give title below)	Other (specify below)
	Exec VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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								48,307	I	See footnote⁽¹⁾
Class A Common Stock								11,345	D⁽²⁾
Class A Common Stock								16,301	D⁽³⁾
Class A Common Stock								10,745	D⁽⁴⁾
Class A Common Stock								12,537	I	See footnote⁽⁶⁾
Class A Common Stock								12,553	I	See footnote⁽⁷⁾
Class A Common Stock								12,553	I	See footnote⁽⁸⁾
Class A Common Stock	02/15/2018		M		5,829	A	$0⁽¹⁷⁾	238,086	D⁽⁹⁾
Class A Common Stock	02/15/2018		F⁽⁹⁾		1,820	D	$22.34	236,266	D⁽⁹⁾
Class A Common Stock								13,353	D⁽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)	Code	V	(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)
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁰⁾	06/18/2018	Class A Common	28,059		28,059	D⁽¹⁰⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹¹⁾	04/21/2019	Class A Common	7,011		7,011	D⁽¹¹⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹²⁾	04/14/2020	Class A Common	26,893		26,893	D⁽¹²⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹³⁾	04/13/2021	Class A Common	38,547		38,547	D⁽¹³⁾
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014⁽¹⁴⁾	04/11/2022	Class A Common	39,694		39,694	D⁽¹⁴⁾
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015⁽¹⁵⁾	04/08/2023	Class A Common	33,422		33,422	D⁽¹⁵⁾
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016⁽¹⁶⁾	03/28/2024	Class A Common	31,620		31,620	D⁽¹⁶⁾
2015 Performance Shares	$0	02/15/2018		M			5,829⁽¹⁷⁾	12/31/2017	08/08/1988⁽¹⁷⁾	Class A Common	15,339	$0	0	D⁽¹⁷⁾
2016 Performance Shares	$0							12/31/2018	08/08/1988⁽¹⁸⁾	Class A Common	21,489		21,489	D⁽¹⁸⁾
2017 Performance Shares	$0							12/31/2019	08/08/1988	Class A Common	20,029		20,029	D⁽¹⁹⁾

Explanation of Responses:

1. Robert G. O'Brien Trust - account with Schwab.

2. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.

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

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. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

6. Shares held by Robert L. O'Brien, son - Indirect

7. Shares held by Kathleen G. O'Brien, daughter - Indirect

8. Shares held by Sara F. O'Brien, daughter - Indirect

9. Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 5,829 shares received, of those 1,820 shares were returned to the Company for taxes.

10. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

11. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

12. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

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

14. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

15. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

16. 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.

17. 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.

18. 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.

19. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date.

Remarks:

Original filing erroneously did not show the vested shares moving to the street account; the filing was amended to correct total number of unvested shares and the correct number of shares held in the street account. Footnotes to the original filing explaining the vestings and account movements were correct.

	J. Matthew Shady, Attorney-In-Fact for Robert G. O'Brien	02/20/2018
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.