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^*

LARUE DAVID J

(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)
	Exec VP & COO

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2010

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								46,316	I	See footnote⁽¹⁾
Class A Common Stock								10,000	D⁽²⁾
Class A Common Stock								20,478	D⁽³⁾
Class A Common Stock								45,671	D⁽⁴⁾
Class A Common Stock	04/14/2010		A		54,751	A	$0	54,751	D⁽⁵⁾
Class A Common Stock								2,300	I	See footnote⁽⁶⁾
Class A Common Stock								2,300	I	See footnote⁽⁷⁾
Class A Common Stock								2,300	I	See footnote⁽⁸⁾
Class A Common Stock								2,300	I	See footnote⁽⁹⁾
Class A Common Stock								2,410	D⁽¹⁰⁾
Class A Common Stock								11,882	D⁽¹¹⁾
Class A Common Stock								3,054.223	I	401k Plan⁽¹²⁾

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)
Class B Common - Convertible	$0							08/08/1988⁽²²⁾	08/08/1988⁽²²⁾	Common Stock	1,435.472		1,435.472	I	401k Plan⁽¹²⁾
2001 Stock Option Grant (right to buy)	$14.267							03/08/2003⁽¹³⁾	03/08/2011	Class A Common	29,184		29,184	D⁽¹³⁾
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005⁽¹⁴⁾	03/17/2013	Class A Common	31,900		31,900	D⁽¹⁴⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽¹⁵⁾	04/06/2015	Class A Common	25,200		25,200	D⁽¹⁵⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽¹⁶⁾	04/04/2016	Class A Common	25,200		25,200	D⁽¹⁶⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽¹⁷⁾	03/29/2017	Class A Common	25,200		25,200	D⁽¹⁷⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁸⁾	06/18/2018	Class A Common	28,059		28,059	D⁽¹⁸⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁹⁾	04/21/2019	Class A Common	14,030		14,030	D⁽¹⁹⁾
2010 Stock Option Grant (right to buy)	$15.89	04/14/2010		A		36,035		04/14/2011⁽²⁰⁾	04/14/2020	Class A Common	36,035	$0	36,035	D⁽²⁰⁾
2008 Performance Shares	$0							01/31/2012⁽²¹⁾	08/08/1988⁽²¹⁾	Class A Common Stock	31,335		31,335	D⁽²¹⁾

Explanation of Responses:

1. GRAT for David J. LaRue.

2. 2007 Restricted Stock Grant - 25% vest on 3/29/2009; 25% vest on 3/29/2010; and 50% vest on 3/29/2011.

3. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012.

4. 2009 Restricted Stock Grant - 25% vest on 4/21/2011; 25% vest on 4/21/2012; and 50% vest on 4/21/2013.

5. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

6. Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

7. Shares held by Anna LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect

8. Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

9. Shares held by Tessa LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect

10. Shares are held in street account.

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

12. FCE's 401k Plan account, shares are held indirect.

13. 2001 Stock Option Grant - 25% exercisable 3/8/2003; 25% exercisable 3/8/2004; and 50% exercisable 3/8/2005.

14. 2003 Stock Option Grant - 25% exercisable 3/17/2005, 25% exercisable 3/17/2006, and 50% exercisable 3/17/2007.

15. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

16. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

17. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

18. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

19. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

20. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

21. Performance Shares Award - granted 6/18/2008 - performance period is from May 1, 2008 to January 31, 2012. 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 175% of the number of Performance Shares granted. Fair market value on date of grant is $36.38 per share. There is no fixed expirationdate.

22. Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for David J. LaRue	04/16/2010
	** 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).
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