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

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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^*

RATNER BRIAN J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017

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 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	06/12/2017		J⁽²²⁾	V	551,073	A	⁽²²⁾	1,172,568	I	See footnote⁽¹⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	742,781	A	⁽²²⁾	776,473	I	See footnote⁽²⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	131,000	A	⁽²²⁾	563,258	I	See footnote⁽³⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	112,282	A	⁽²²⁾	137,282	I	See footnote⁽⁴⁾
Class A Common Stock								4,004	D⁽⁵⁾
Class A Common Stock								3,138	D⁽⁶⁾
Class A Common Stock								5,480	D⁽⁷⁾
Class A Common Stock								7,218	D⁽⁸⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	1,179	A	⁽²²⁾	1,179	D⁽⁹⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	2,069	A	⁽²²⁾	2,069	I⁽¹⁰⁾	See footnote⁽¹⁰⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	295,466	A	⁽²²⁾	295,466	I⁽¹¹⁾	See footnote⁽¹¹⁾
Class A Common Stock	06/12/2017		J⁽²²⁾	V	46,161	A	⁽²²⁾	46,161	I⁽¹²⁾	See footnote⁽¹²⁾

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)
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		900	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	900	⁽²²⁾	0	D⁽⁹⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		420,667	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	420,667	⁽²²⁾	0	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		100,000	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	100,000	⁽²²⁾	0	I	See footnote⁽³⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		567,010	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	567,010	⁽²²⁾	0	I	See footnote⁽²⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		225,547	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	225,547	⁽²²⁾	0	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		35,238	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	35,238	⁽²²⁾	0	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		1,580	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	1,580	⁽²²⁾	0	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²²⁾	06/12/2017		J⁽²²⁾	V		85,712	08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	85,712	⁽²²⁾	0	I	See footnote⁽⁴⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹³⁾	06/18/2018	Class A Common	9,492		9,492	D⁽¹³⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁴⁾	04/21/2019	Class A Common	4,746		4,746	D⁽¹⁴⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹⁵⁾	04/14/2020	Class A Common	7,913		7,913	D⁽¹⁵⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹⁶⁾	04/13/2021	Class A Common	9,041		9,041	D⁽¹⁶⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽¹⁷⁾	Class A Common	8,008		8,008	D⁽¹⁷⁾
2015 Performance Shares	$0							12/31/2017	08/08/1988⁽¹⁸⁾	Class A Common	6,275		6,275	D⁽¹⁸⁾
2016 Performance Shares	$0							12/31/2018	08/08/1988⁽¹⁹⁾	Class A Common	7,306		7,306	D⁽¹⁹⁾
2017 Performance Shares	$0							12/31/2019	08/08/1988⁽²⁰⁾	Class A Common	7,218		7,218	D⁽²⁰⁾
2015 Out Performance Shares	$0							12/31/2017	08/08/1988⁽²¹⁾	Class A Common	14,000		14,000	D⁽²¹⁾

Explanation of Responses:

1. Brian Ratner Revocable Trust dated 8/18/1986. - 420,667 shares of Class B Common Stock were reclassified and exchanged into 551,073 shares of Class A Common Stock. Post-reclassification, trust holds 1,172,568 shares of Class A Common Stock as follows: 364,400 post-reclassification Class A shares held as a direct limited partner of RMS, Ltd.; and 807,968 directly.

2. Albert B. Ratner 1989 Grandchildren's Trust (Brian Ratner serves as Trustee). 331,531 shares of Class B Common Stock were reclassified and exchanged into 434,305 shares of Class A Common Stock for the benefit of David Ratner (son). Post-reclassification, trust holds 441,401 shares of Class A Common Stock for the benefit of David Ratner as follows: 150,000 shares as a direct limited partner of RMS, Ltd.; and 291,401 directly. 235,479 shares of Class B Common Stock were reclassified and exchanged into 308,476 shares of Class A Common Stock for the benefit of Emily Ratner (daughter). Post-reclassification, trust holds 335,072 shares of Class A Common Stock for the benefit of Emily Ratner as follows: 150,000 shares as a direct limited partner of RMS, Ltd.; and 185,072 directly.

3. Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock. Post-reclassification, trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David (son); and 281,629 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

4. Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). 85,712 shares of Class B Common Stock were reclassified and exchanged into 112,282 shares of Class A Common Stock. Post-reclassification, trust holds 137,282 shares of Class A Common Stock directly.

5. 2014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018.

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

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

8. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

9. General Partnership interest in RMS, Ltd Partnership. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock on 6/12/2017.

10. David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). 1,580 shares of Class B Common Stock were reclassified and exchanged into 2,069 shares of Class A Common Stock. Post-reclassification, trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.

11. Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). 225,547 shares of Class B Common Stock were reclassified and exchanged into 295,466 shares of Class A Common Stock. Post-reclassification, trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest.

12. Albert Ratner 1986 Grandchildren's Trust fbo David (son). 35,238 shares of Class B Common Stock were reclassified and exchanged into 46,162 shares of Class A Common Stock. Post-reclassification, trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.

13. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

14. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

15. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

16. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively. There is no fixed exercise date or expiration date.

Remarks:

Amended to add weighted sales detail to footnote.

	J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner	09/14/2017
	** Signature of Reporting Person	Date
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