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 CHARLES A

(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)
	CEO & Pres

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2010

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								811,019	I	See footnote⁽¹⁾
Class A Common Stock	10/20/2010		S		2,549	D	$13.9947⁽²⁾	4,626	I	See footnote⁽²⁾
Class A Common Stock								4,204	I	See footnote⁽³⁾
Class A Common Stock								237,500	I	See footnote⁽⁴⁾
Class A Common Stock								441,806	I	See footnote⁽⁵⁾
Class A Common Stock								2,236	I	See footnote⁽⁶⁾
Class A Common Stock								8,198	I	See footnote⁽⁷⁾
Class A Common Stock								3,215	I	See footnote⁽⁸⁾
Class A Common Stock	10/20/2010		S		7,600	D	$13.9947⁽⁹⁾	11,327	I	See footnote⁽⁹⁾
Class A Common Stock								5,034	D⁽¹⁰⁾
Class A Common Stock	10/20/2010		S		12,800	D	$13.9947⁽¹⁷⁾	18,679	I	See footnote⁽¹⁷⁾
Class A Common Stock								15,151	I	See footnote⁽¹⁸⁾
Class A Common Stock	10/20/2010		S		7,290	D	$13.9947⁽²⁰⁾	10,227	I	See footnote⁽²⁰⁾

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⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	900		900	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	75,078		75,078	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	490,587		490,587	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	23,531		23,531	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	5,992		5,992	I	See footnote⁽¹⁵⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	5,992		5,992	I	See footnote⁽¹⁶⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	5,992		5,992	I	See footnote⁽¹⁷⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	5,992		5,992	I	See footnote⁽¹⁸⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	233,080		233,080	I	See footnote⁽¹⁹⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	378,500		378,500	I	See footnote⁽²⁰⁾
Class B Common - Convertible	$0⁽³⁰⁾							08/08/1988⁽³⁰⁾	08/08/1988⁽³⁰⁾	Common Stock	3,120		3,120	I	See footnote⁽²¹⁾
2003 Stock Option Grant (right to buy)	$15.5							03/17/2005⁽²²⁾	03/17/2013	Class A Common	43,200		43,200	D⁽²²⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽²³⁾	04/06/2015	Class A Common	40,000		40,000	D⁽²³⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽²⁴⁾	04/04/2016	Class A Common	40,000		40,000	D⁽²⁴⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽²⁵⁾	03/29/2017	Class A Common	40,000		40,000	D⁽²⁵⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽²⁶⁾	06/18/2018	Class A Common	19,691		19,691	D⁽²⁶⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽²⁷⁾	04/21/2019	Class A Common	24,220		24,220	D⁽²⁷⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2011⁽²⁸⁾	04/14/2020	Class A Common	40,289		40,289	D⁽²⁸⁾
2008 Performance Shares	$0							01/31/2012	08/08/1988⁽²⁹⁾	Class A Common Stock	21,990		21,990	D⁽²⁹⁾

Explanation of Responses:

1. Charles Ratner Revocable Trust dated 7/17/1981.

2. Charles Ratner 2001 Trust - dated 11/01/01. Trust holds 18,504 shares to split among children; son Adam has an interest in 4,626 shares. Charles Ratner disclaims beneficial interest. The price $13.9947 represents a weighed average of sales prices ranging from $13.81 per share to $14.17 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

3. Held by spouse in an account at UBS Investments.

4. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).

5. Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner has no benifical interest, he retains an income interest for life. Beneficiaries are his children.

6. Max Ratner 1986 Family Trust for the Benefit of Kevin Ratner (adult child of Charles Ratner) - Charles Ratner is trustee.

7. Max Ratner 1986 Family Trust for the Benefit of Rachel Ratner (adult child of Charles Ratner) - Charles Ratner is trustee.

8. Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.

9. Charles Ratner 1986 Family Trust Agreement U/A/D 12/18/86 FBO Adam Ratner. Charles Ratner disclaims beneficial interest. The price $13.9947 represents a weighed average of sales prices ranging from $13.81 per share to $14.17 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

10. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.

11. General Partnership interest in RMS, Ltd. partnership a 10% shareholder.

12. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest.

13. The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd.

14. Charles Ratner 2001 Trust - dated 11/01/01 - FCE Management, L.P. interest as limited partner in RMS, Ltd. - total holdings of trust are 94,124, shares are split among children, son Adam has an interest in 23,531. Charles Ratner disclaims beneficial interest.

15. Max Ratner 1986 Family Trust for the benefit of Kevin Ratner (son) - Charles Ratner is Trustee.

16. Max Ratner 1986 Family Trust for the benefit of Rachel Ratner (daughter) - Charles Ratner is Trustee.

17. Max Ratner 1986 Family Trust for the benefit of Jonathan Ratner (son) - Charles Ratner is Trustee. The price $13.9947 represents a weighed average of sales prices ranging from $13.81 per share to $14.17 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

18. Max Ratner 1986 Family Trust for the benefit of Adam Ratner (son) - Charles Ratner is Trustee.

19. Max Ratner 1999 Irrevocable Trust - a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.

20. Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest. The price $13.9947 represents a weighed average of sales prices ranging from $13.81 per share to $14.17 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.

21. Adam Ratner - individual account (son). Charles Ratner disclaims any beneficial interest.

22. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.

23. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

24. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

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

26. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

27. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

28. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

29. 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 expiration date.

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

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner	10/22/2010
	** 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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