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)
07/10/2007
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 04/04/2007 G V 100,000 D $0 1,147,414 I See footnote(1)
Class A Common Stock 07/10/2007 S(13) 50,000 D $61.5 1,097,414 I See footnote(1)
Class A Common Stock 04/04/2007 G V 100,000 A $0 112,194 I See footnote(2)
Class A Common Stock 26,240 I See footnote(3)
Class A Common Stock 26,240 I See footnote(4)
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(12) 08/08/1988(12) 08/08/1988(12) Common Stock 784 784 D
Class B Common - Convertible $0(12) 08/08/1988(12) 08/08/1988(12) Common Stock 655,556 655,556 I See footnote(5)
Class B Common - Convertible $0(12) 08/08/1988(12) 08/08/1988(12) Common Stock 5,992 5,992 I See footnote(6)
Class B Common - Convertible $0(12) 08/08/1988(12) 08/08/1988(12) Common Stock 5,992 5,992 I See footnote(7)
2003 Stock Option Grant (right to buy) $15.5 03/17/2005(8) 03/17/2013 Class A Common 27,000 27,000 D
2005 Stock Option Grant (right to buy) $31.75 04/06/2007(9) 04/06/2015 Class A Common 25,200 25,200 D(9)
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(10) 04/04/2016 Class A Common 25,200 25,200 D(10)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(11) 03/29/2017 Class A Common 25,200 25,200 D(11)
Explanation of Responses:
1. James Ratner Revocable Trust dated 12/04/1981.
2. Held by spouse at street account with McDonald Investment.
3. Max Ratner 1986 Family Trust for the Benefit of Austin Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
4. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
5. Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.
6. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
7. Max Ratner 1986 Family Trust for the benefit of Daniel Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
8. 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.
9. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
10. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
11. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
12. 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.
13. Sale was made pusuant to the S-3ASR filed 6/22/2007 - Registration No. 333-143991
Remarks:
Gifts are being voluntarily reported early to reflect current account balances.
Geralyn M. Presti, Attorney-in-Fact for James A. Ratner 07/10/2007
** 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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