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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/02/2016 | F | 6,646 | D | $21.93(1) | 43,193 | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
2006 Stock Option Grant (right to buy) | $46.37 | 04/04/2008(2) | 04/04/2016 | Class A Common | 17,500 | 17,500 | D(2) | ||||||||
2007 Stock Option Grant (right to buy) | $65.35 | 03/29/2009(3) | 03/29/2017 | Class A Common | 17,500 | 17,500 | D(3) | ||||||||
2008 Stock Option Grant (right to buy) | $36.38 | 06/18/2010(4) | 06/18/2018 | Class A Common | 8,860 | 8,860 | D(4) | ||||||||
2009 Stock Option Grant (right to buy) | $7.8 | 04/21/2011(5) | 04/21/2019 | Class A Common | 4,430 | 4,430 | D(5) | ||||||||
2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(6) | 04/14/2020 | Class A Common | 7,387 | 7,387 | D(6) | ||||||||
2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(7) | 04/13/2021 | Class A Common | 9,105 | 9,105 | D(7) | ||||||||
2012 Performance Shares | $0 | 12/31/2015 | 08/08/1988(8) | Class A Common | 7,919 | 7,919 | D(8) | ||||||||
2013 Performance Shares | $0 | 12/31/2016 | 08/08/1988(9) | Class A Common | 6,282 | 6,282 | D(9) | ||||||||
2014 Performance Shares | $0 | 12/31/2017 | 08/08/1988(10) | Class A Common | 6,232 | 6,232 | D(10) | ||||||||
2015 Performance Shares | $0 | 12/31/2017 | 08/08/1988(11) | Class A Common | 4,741 | 4,741 | D(11) |
Explanation of Responses: |
1. Shares are held in street account with Securities America. 1.) 3,960 shares from the 2012 Restricted Stock Grant vested 12/31/2015, of those 1,427 shares were returned to the Company for taxes, the balance or 2,533 were transferred to this account. 2.) 4,974 shares from the 2013 Restricted Stock Grant vested 12/31/2015, of those 1,613 shares were returned to the Company for taxes, the balance or 3,361 were transferred to this account. 3.) 6,232 shares from the 2014 Restricted Stock Grant vested 12/31/2015, of those 2,048 shares were returned to the Company for taxes, the balance or 4,814 were transferred to this account. 4.) 4,741 shares from the 2015 Restricted Stock Grant vested 12/31/2015, of those 1,558 shares were returned to the Company for taxes, the balance or 3,183 were transferred to this account. |
2. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. |
3. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. |
4. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. |
5. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. |
6. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. |
7. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. |
8. Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date. |
9. 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. |
10. 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. |
11. 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. |
Remarks: |
Andrew Passen will be retiring from the Company effective 12/31/2015 and will no longer be subject to Section 16 filing requirements. |
Geralyn M. Presti, Attorney-In-Fact for Andrew J. Passen | 01/05/2016 | |
** 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. | ||
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. |