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* Ratner Bruce C (Last) (First) (Middle) ONE METRO TECH CENTER NORTH (Street) BROOKLYN NY 11201 (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) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 03/21/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common								22,500	D(1)
Class A Common								15,000	I	See footnote(2)
Class A Common	03/21/2017		S		2,265	D	$21.8156(4)	462	I	See footnote(5)
Class A Common	03/22/2017		S		462	D	$21.6275(4)	0	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Units	$0(3)							11/08/2007	08/08/1988(6)	Class A Common Stock	183,610		183,610	D(3)
Class A Common Units	$0(4)							11/08/2007	08/08/1988(6)	Class A Common Stock	663,431		663,431	I	See footnote(5)

Explanation of Responses:

1. Share are held in a street account with Merrill Lynch.

2. Shares are held in a street account with Chase for the benefit of stepson Michael Carajohn, Bruce Ratner's spouse Pamela R. Lipkin is account custodian.

3. Class A Common Units of Forest City Master Associates III, LLC (a subsidiary of Forest City Realty Trust, Inc.) are convertible into Forest City Realty Trust, Inc. Class A Common Stock on a equal number basis or cash at the discretion of Forest City Realty Trust, Inc.

4. Class A Common Units are convertible into Forest City Realty Trust, Inc. Class A Common Stock on a equal number basis or cash at the discretion of Forest City Realty Trust, Inc. 3/21/2017 - The price $21.8156 represents a weighed average of sales prices ranging from $21.695 per share to $21.95 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. 3/22/2017 - The price $21.6275 represents a weighed average of sales prices ranging from $21.49 per share to $22.03 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

5. Units are held indirectly through an entity (LLC, Trust etc.).

6. There is no expiration date.

Remarks:

Subject to certain exceptions, the Class A Common Units were generally not convertible until November 8, 2007. Mr. Ratner disclaims beneficial ownership of all Class A Common Units, including any shares of Class A Common Stock into which such Class A Common Units are convertible, except to the extent of any direct or indirect pecuniary interest therein.

	J. Matthew Shady, Attorney-In-Fact for Bruce C. Ratner	03/23/2017
	** Signature of Reporting Person	Date
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