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^*

Anton Arthur F

(Last)

(First)

(Middle)

29500 SOLON ROAD

(Street)

SOLON

44139

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2016

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)
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								5,969	D⁽¹⁾
Class A Common Stock								8,193	D⁽²⁾
Class A Common Stock	12/09/2016		P		15,000	A	$21.296	30,560	D⁽³⁾

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)
2010 Stock Option Grant (right to buy)	$15.8							12/13/2011⁽⁴⁾	12/13/2020	Class A Common	4,038		4,038	D⁽⁴⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2012⁽⁵⁾	04/13/2021	Class A Common	4,463		4,463	D⁽⁵⁾
2012 Stock Option Grant (right to buy)	$14.74							04/11/2013⁽⁶⁾	04/11/2022	Class A Common	5,412		5,412	D⁽⁶⁾
2013 Stock Option Grant (right to buy)	$17.6							04/08/2014⁽⁷⁾	04/08/2023	Class A Common	4,557		4,557	D⁽⁷⁾
2014 Stock Option Grant (right to buy)	$18.73							03/28/2015⁽⁸⁾	03/28/2024	Class A Common	4,743		4,743	D⁽⁸⁾
2015 Stock Option Grant (right to buy)	$24.62							03/26/2016⁽⁹⁾	03/26/2025	Class A Common	7,060		7,060	D⁽⁹⁾

Explanation of Responses:

1. 2016 Restricted Stock Grant - 100% vest on 3/23/2017.

2. Direct registration account with transfer agent Wells Fargo. 947 shares from the 4/08/2013 restricted stock grant vested on 4/08/2016 and were transferred to this account. 2,233 shares from the 3/26/2015 reatricted stock grant vested on 3/26/2016 and were transferred to this account.

3. Shares held direct in street account. The price $21.2960 represents a weighed average of purchase prices ranging from $21.2399 per share to $21.3499 per share. Full information regarding the number of shares purchased at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

4. 2010 Stock Option Grant - 33.33% exercisable 12/13/2011; 33.33% exercisable 12/13/2012; and 33.33% exercisable 12/13/2013.

5. 2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.

6. 2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.

7. 2013 Stock Option Grant - 33.33% exercisable 4/08/2014; 33.33% exercisable 4/08/2015; and 33.33% exercisable 4/08/2016.

8. 2014 Stock Option Grant - 100% exercisable 3/28/2015.

9. 2015 Stock Option Grant - 100% exercisable 3/26/2016.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Arthur F. Anton	12/12/2016
	** 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.
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