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^*

KANE LINDA M

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES 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)
	Sr Vice President/Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

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								2,043.8167	I	401k Plan⁽¹⁾
Class A Common Stock								3,000	D⁽²⁾
Class A Common Stock								2,500	D⁽³⁾
Class A Common Stock								430	I	See footnote⁽⁴⁾
Class A Common Stock								520	I	See footnote⁽⁵⁾
Class A Common Stock								230	I	See footnote⁽⁶⁾
Class A Common Stock	03/30/2007		M		16,200	A	$15.5	16,200	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		3,500	D	$65	12,700	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.01	12,600	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		5,000	D	$65.02	7,600	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.03	7,500	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.04	7,400	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		300	D	$65.06	7,100	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		400	D	$65.07	6,700	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		2,500	D	$65.08	4,200	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.12	4,100	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.14	4,000	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		3,100	D	$65.15	900	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.17	800	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.19	700	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		100	D	$65.25	600	D⁽⁷⁾
Class A Common Stock	03/30/2007		S		400	D	$65.35	200	D⁽⁷⁾

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)
2003 Stock Option Grant (right to buy)	$15.5	03/30/2007		M			16,200	03/17/2005⁽⁸⁾	03/17/2013	Class A Common	16,200	$0	0	D⁽⁸⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽⁹⁾	04/06/2015	Class A Common	15,000		15,000	D⁽⁹⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽¹⁰⁾	04/04/2016	Class A Common	15,000		15,000	D⁽¹⁰⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽¹¹⁾	03/29/2017	Class A Common	15,000		15,000	D⁽¹¹⁾
Class B Common - Convertible⁽¹²⁾	$0							08/08/1988⁽¹³⁾	08/08/1988⁽¹³⁾	Common Stock	1,764.0759		1,764.0759	I	401k Plan⁽¹⁴⁾

Explanation of Responses:

1. Class A Common Stock - 401k account - Held Indirect

2. 2006 Restricted Stock Grant - 25% vest on 4/04/2008; 25% vest on 4/04/2009; and 50% vest on 4/04/2010.

3. 2007 Restricted Stock Grant - 25% vest on 3/29/2009; 25% vest on 3/20/2010; and 50% vest on 3/29/2011.

4. Shares held by Carolyn Rilley, daughter - Indirect

5. Shares held by Joseph Williams, son - Indirect

6. Shares held by Gary Stewart, step-son (nonresident family member - insider's spouse is account custodian). Linda Kane disclaims any beneficial interest.

7. Shares are held in a street account with Northwest Mutual Investment Services, LLC.

8. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.

9. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

10. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

11. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

12. Stocks are convertible from Class B to Class A on a 1-for-1 basis.

13. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

14. Class B Common Stock - 401k account - Held indirect

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Linda Kane	04/03/2007
	** 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.