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^*

RATNER BRIAN 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2009

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								852,686	I	See footnote⁽¹⁾
Class A Common Stock								1,750	I	See foot note⁽²⁾
Class A Common Stock								3,192	I	See foot note⁽³⁾
Class A Common Stock								266,129	I	See foot note⁽⁴⁾
Class A Common Stock								2,650	D⁽⁵⁾
Class A Common Stock	04/21/2009		A		10,189	A	$7.8	10,189	D⁽⁶⁾

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⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	900		900⁽⁷⁾	D
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	228,858		228,858	I	See foot note⁽⁸⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	47,283		47,283	I	See foot note⁽⁹⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	323,970		323,970	I	See foot note⁽¹⁰⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	26,580		26,580	I	See foot note⁽¹¹⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	6,405		6,405	I	See foot note⁽¹²⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	58,392		58,392	I	See foot note⁽¹³⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	35,238		35,238	I	See foot note⁽¹⁴⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	114,300		114,300	I	See foot note⁽¹⁵⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	182,090		182,090	I	See foot note⁽¹⁶⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	86,396		86,396	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽²⁵⁾							08/08/1988⁽²⁵⁾	08/08/1988⁽²⁵⁾	Common Stock	225,547		225,547	I	See foot note⁽¹⁸⁾
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005⁽¹⁹⁾	03/17/2013	Class A Common	16,200		16,200	D
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽²⁰⁾	04/06/2015	Class A Common	15,000		15,000	D⁽²⁰⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽²¹⁾	04/04/2016	Class A Common	15,000		15,000	D⁽²¹⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽²²⁾	03/29/2017	Class A Common	15,000		15,000	D⁽²²⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽²³⁾	06/18/2018	Class A Common	9,492		9,492	D⁽²³⁾
2009 Stock Option Grant (right to buy)	$7.8	04/21/2009		A		4,746		04/21/2011⁽²⁴⁾	04/21/2019	Class A Common	4,746	$0	4,746	D⁽²⁴⁾

Explanation of Responses:

1. Brian Ratner Revocable Trust dated 8/18/1986. Brian Ratner Trust dated 1/15/58 dissolved the shares were transferred to this trust.

2. Brian Ratner 2001 Trust dated 11/01/01- 1,750 shares for the benefit of David (son).

3. Albert B. Ratner 1989 Grand Childrens Trust - 1,596 shares for the benefit of David (son), and 1,596 shares for the benefit of Emily (daughter).

4. Albert B. Ratner 1986 Remainder Interest Trust - shares for the benefit of David (son). Brian Ratner disclaims any beneficial interest.

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

7. General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.

8. Brian Ratner Trust dated 1/15/1958 - limited partnership interest in FCE Management, L.P. a limited partner of RMS, Ltd.

9. Brian Ratner 2001 Trust dated 11/01/01 - 47,283 shares for the benefit of David (son).

10. Albert Ratner 1989 Grandchildren Trust - 161,985 shares for the benefit of David (son), and 161,985 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust.

11. Held by David Ratner (son) as a limited partner in RMS, Ltd.

12. Brian Ratner 1986 Family Trust, limited partner in FCE Management, L.P. - hares for the benefit of David (son).

13. Albert Ratner Family Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., Brian Ratner is Trustee (also reported by Deborah Ratner Salzberg).

14. Albert Ranter 1986 Grandchildren's Trust for the benefit of David (son), as limited partner in RMS.

15. Brian Ratner 1989 Irrevocable Trust - as limited partner in FCE Management, L.P. limited partnership interest in RMS, Ltd., shares for the benefit of David (son). Brian Ratner disclaims any beneficial interest.

16. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of David (son). Brian Ratner disclaims any beneficial interest.

17. Albert B. Ratner 1989 Grand Childrens Trust - a limited partnership interest in RMS, Ltd., for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.

18. Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 185,260 shares for the benefit of David (son), and 185,259 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest.

19. 2003 Stock Option Grant - 25% exercisable 3/17/2005; 25% exercisable 3/17/2006; and 50% exercisable 3/17/2007.

20. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

21. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.

22. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

23. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

24. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

25. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Brian J. Ratner	04/23/2009
	** 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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