SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
OBRIEN ROBERT G
(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100
(Street)
CLEVELAND OH 44113
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2008 		3. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC [ FCEA/FCEB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP & CFO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 95,434 I See footnote(1)
Class A Common Stock 22,500 D(2)
Class A Common Stock 25,000 D(3)
Class A Common Stock 20,000 D(4)
Class A Common Stock 1,500 I See footnote(5)
Class A Common Stock 1,516 I See footnote(6)
Class A Common Stock 1,516 I See footnote(7)
Class A Common Stock 14,000 D(8)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1999 Stock Option Grant (right to buy) 04/07/2001(9) 04/07/2009 Class A Common 18,000 $7.459 D(9)
2001 Stock Option Grant (right to buy) 03/08/2003(10) 03/08/2011 Class A Common 43,200 $14.267 D(10)
2003 Stock Option Grant (right to buy) 03/17/2005(11) 03/17/2013 Class A Common 43,200 $15.5 D(11)
2005 Stock Option Grant (right to buy) 04/06/2007(12) 04/06/2015 Class A Common 25,200 $31.75 D(12)
2006 Stock Option Grant (right to buy) 04/04/2008(13) 04/04/2016 Class A Common 25,200 $46.37 D(13)
2007 Stock Option Grant (right to buy) 03/29/2009(13) 03/29/2017 Class A Common 25,200 $65.35 D(14)
Explanation of Responses:
1. 2008 GRAT for Robert G. O'Brien.
2. 2005 Restricted Stock Grant - 25% vest on 4/06/2007; 25% vest on 4/06/2008; and 50% vest on 4/06/2009.
3. 2006 Restricted Stock Grant - 25% vest on 4/04/2008; 25% vest on 4/04/2009; and 50% vest on 4/04/2010.
4. 2007 Restricted Stock Grant - 25% vest on 3/29/2009; 25% vest on 3/29/2010; and 50% vest on 3/29/2011.
5. Shares held by Robert L. O'Brien, son - Indirect
6. Shares held by Kathleen G. O'Brien, daughter - Indirect
7. Shares held by Sara F. O'Brien, daughter - Indirect
8. Shares are held by Robert & Ann (wife) O'Brien in a street account.
9. 1999 Stock Option Grant - 25% exercisable 4/07/2001; 25% exercisable 4/07/2002; and 50% exercisable 4/07/2003.
10. 2001 Stock Option Grant - 25% exercisable 3/8/2003; 25% exercisable 3/8/2004; and 50% exercisable 3/8/2005.
11. 2003 Stock Option Grant - 25% exercisable 3/17/2005, 25% exercisable 3/17/2006, and 50% exercisable 3/17/2007.
12. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
13. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.
14. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien 04/09/2008
** 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 5 (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.