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 JAMES A

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005
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 07/21/2005 S 40,642 D $35.9 1,249,256 I See footnote(1)
Class A Common Stock 3,500 I See footnote(2)
Class A Common Stock 700,206 I See footnote(3)
Class A Common Stock 12,194 I See footnote(4)
Class A Common Stock 07/21/2005 S 80,390 D $35.9 182,012 I See footnote(5)
Class A Common Stock 07/21/2005 S 59,358 D $35.9 0 D
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
Class B Common - Convertible $0(14) 08/08/1988(14) 08/08/1988(14) Common Stock 748 748 D
Class B Common - Convertible $0(14) 08/08/1988(14) 08/08/1988(14) Common Stock 657,174 657,174 I See footnote(6)
Class B Common - Convertible $0(14) 08/08/1988(14) 08/08/1988(14) Common Stock 89,358.2 89,538.2 I See footnote(7)
Class B Common - Convertible $0(14) 08/08/1988(14) 08/08/1988(14) Common Stock 59,922 59,922 I See footnote(8)
1998 Stock Option Grant (right to buy) $9.5 03/18/2000(9) 03/18/2008 Class A Common 54,000 54,000 D
1999 Stock Option Grant (right to buy) $7.46 04/08/2001(10) 04/08/2009 Class A Common 13,500 13,500 D
2001 Stock Option Grant (right to buy) $14.27 03/08/2003(11) 03/08/2011 Class A Common 54,000 54,000 D
2003 Stock Option Grant (right to buy) $15.5 03/17/2005(12) 03/17/2013 Class A Common 54,000 54,000 D
2005 Stock Option Grant (right to buy) $31.75(13) 04/06/2007(13) 04/06/2015 Class A Common 25,200 25,200 D(13)
Explanation of Responses:
1. James Ratner Revocable Trust dated 12/04/1981.
2. James Ratner 2001 Trust.
3. Max Ratner 1986 Remainder Interest Trust - James Ratner is a trustee (along with his brothers)
4. Held by spouse at street account with McDonald Investment.
5. Max Ratner 1986 Family Trust - dated 12/18/86, James Ratner is trustee along with his brother.
6. Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.
7. James Ratner 2001 Trust.
8. Max Ratner 1986 Family Trust - held as a limited partner of RMS, Ltd., James Ratner is a trustee, along with his brothers. James Ratner disclaims any beneficial interest.
9. 1998 Stock Option Grant - 25% exercisable 3/18/2000; 33% exercisable 3/18/2001; and 42% exercisable 3/18/02.
10. 1999 Stock Option Grant - 25% exercisable 4/08/2001; 25% exercisable 4/08/2002; and 50% exercisable 4/08/2003.
11. 2001 Stock Option Grant - 25% exercisable 3/08/2003; 25% exercisable 3/08/2004; and 50% exercisable 3/08/2005.
12. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.
13. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. Exercise price was erroneously reported as $60.50 and should have been $63.50 pre-stock split of July 11, 2005.
14. 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. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities.
Remarks:
There was a 2-for-1 stock split that took place at the close of business on July 11, 2005. All holdings have been adjusted to reflect the stock split.
Geralyn M. Presti, Attorney-in-Fact for James A. Ratner 07/25/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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