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*
OBRIEN ROBERT G
(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100
(Street)
CLEVELAND OH 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 & CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2008
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)
Code V Amount (A) or (D) Price
Class A Common Stock 95,434 I See footnote(1)
Class A Common Stock 15,000 D(2)
Class A Common Stock 18,750 D(3)
Class A Common Stock 20,000 D(4)
Class A Common Stock 06/18/2008 A 19,653 A $36.38 19,653 D(5)
Class A Common Stock 1,500 I See footnote(6)
Class A Common Stock 1,516 I See footnote(7)
Class A Common Stock 1,516 I See footnote(8)
Class A Common Stock 25,552 D(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1999 Stock Option Grant (right to buy) $7.459 04/07/2001 04/07/2009 Class A Common 18,000 18,000 D(10)
2001 Stock Option Grant (right to buy) $14.267 03/08/2003 03/08/2011 Class A Common 43,200 43,200 D(11)
2003 Stock Option Grant (right to buy) $15.5 03/17/2005 03/17/2013 Class A Common 43,200 43,200 D(12)
2005 Stock Option Grant (right to buy) $31.75 04/06/2007(13) 04/06/2015 Class A Common 25,200 25,200 D(13)
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(14) 04/04/2016 Class A Common 25,200 25,200 D(14)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(15) 03/29/2017 Class A Common 25,200 25,200 D(15)
2008 Stock Option Grant (right to buy) $36.38 06/18/2008 A 28,059 06/18/2010(16) 06/18/2018 Class A Common 28,059 $0 28,059 D(16)
2008 Performance Shares $0 06/18/2008 A 31,335 01/31/2012 09/08/1988(17) Class A Common Stock 31,335 $0 31,335 D(17)
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. Of the shares that vested 1,199 were withheld to settle taxes and 6,301 shares were transferred to brokerage account #8.
3. 2006 Restricted Stock Grant - 25% vest on 4/04/2008; 25% vest on 4/04/2009; and 50% vest on 4/04/2010. Of the shares that vested 999 were withheld to settle taxes and 5,251 shares were transferred to brokerage account #8.
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. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012.
6. Shares held by Robert L. O'Brien, son - Indirect
7. Shares held by Kathleen G. O'Brien, daughter - Indirect
8. Shares held by Sara F. O'Brien, daughter - Indirect
9. Shares are held by Robert & Ann (wife) O'Brien in a street account.
10. 1999 Stock Option Grant - 25% exercisable 4/07/2001; 25% exercisable 4/07/2002; and 50% exercisable 4/07/2003.
11. 2001 Stock Option Grant - 25% exercisable 3/8/2003; 25% exercisable 3/8/2004; and 50% exercisable 3/8/2005.
12. 2003 Stock Option Grant - 25% exercisable 3/17/2005, 25% exercisable 3/17/2006, and 50% exercisable 3/17/2007.
13. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
14. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.
15. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
16. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
17. 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.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien 06/20/2008
** 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 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).
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