SEC FORM 4/A

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^*

Bishop Duane F Jr

(Last)

(First)

(Middle)

127 PUBLIC SQUARE, SUITE 3100

(Street)

CLEVELAND

44114

(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 & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/07/2018

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	12/03/2018		G	V	8,084	D	$0	16,779	D⁽¹⁾
Class A Common Stock	12/07/2018		D⁽⁹⁾		16,779	D	⁽⁹⁾	0	D⁽¹⁾
Class A Common Stock	12/07/2018		D⁽⁹⁾		9,607	D	⁽⁹⁾	0	D⁽²⁾
Class A Common Stock	12/07/2018		D⁽¹⁰⁾		5,969	D	⁽¹⁰⁾	0	D⁽³⁾
Class A Common Stock	12/07/2018		D⁽¹⁰⁾		8,589	D	⁽¹⁰⁾	0	D⁽⁴⁾
Class A Common Stock	12/07/2018		D⁽¹⁰⁾		112,206	D	⁽¹⁰⁾	0	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)
2016 Performance Shares	$0	12/07/2018		D⁽¹¹⁾			17,908⁽¹¹⁾	12/31/2018	08/08/1988⁽⁶⁾	Class A Common	17,908	⁽¹¹⁾	0	D⁽⁶⁾
2017 Performance Shares	$0	12/07/2018		D⁽¹¹⁾			22,904⁽¹¹⁾	12/31/2019	08/08/1988⁽⁷⁾	Class A Common	17,178	⁽¹¹⁾	0	D⁽⁷⁾
2018 Performance Shares	$0	12/07/2018		D⁽¹¹⁾			12,206⁽¹¹⁾	12/31/2020	08/08/1988⁽⁸⁾	Class A Common	18,310	⁽¹¹⁾	0	D⁽⁸⁾

Explanation of Responses:

1. Shares are held by transfer agent in a direct registration account.

2. Shares are held in street account. This amendment to Mr. Bishop's Form 4, filed on 12/7/2018, reflects the reversal of a previously reported gift of 2,133 shares that was not completed prior to the Merger.

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

4. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

5. 2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.

6. 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.

7. 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.

8. Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date.

9. Pursuant to a Merger Agreement dated 7/30/2018, among Issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger, as contemplated in the Merger Agreement (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.

10. At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.

11. At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.

	/s/ J. Matthew Shady, Attorney-In-Fact for Duane F. Bishop, Jr.	12/11/2018
	** Signature of Reporting Person	Date
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