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 JAMES 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015

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								290,239	I	See footnote⁽¹⁾
Class A Common Stock								95,694	I	See footnote⁽²⁾
Class A Common Stock								217,328	I	See footnote⁽³⁾
Class A Common Stock								26,240	I	See footnote⁽⁴⁾
Class A Common Stock								76,525	I	See footnote⁽⁵⁾
Class A Common Stock								2,540	D⁽⁶⁾
Class A Common Stock	03/26/2015		A		13,539	A	$0	13,539	D⁽⁷⁾

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⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	556,833		556,833	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	484,695		484,695	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	784		784	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	5,992		5,992	I	See footnote⁽⁴⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	5,992		5,992	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	260,235		260,235	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	260,235		260,235	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0⁽²⁷⁾							08/08/1988⁽²⁷⁾	08/08/1988⁽²⁷⁾	Common Stock	38,451		38,451	I	See footnote⁽¹¹⁾
2005 Stock Option Grant (right to buy)	$31.75							04/06/2007⁽¹²⁾	04/06/2015	Class A Common	25,200		25,200	D⁽¹²⁾
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008⁽¹³⁾	04/04/2016	Class A Common	25,200		25,200	D⁽¹³⁾
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009⁽¹⁴⁾	03/29/2017	Class A Common	25,200		25,200	D⁽¹⁴⁾
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010⁽¹⁵⁾	06/18/2018	Class A Common	17,721		17,721	D⁽¹⁵⁾
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011⁽¹⁶⁾	04/21/2019	Class A Common	21,797		21,797	D⁽¹⁶⁾
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012⁽¹⁷⁾	04/14/2020	Class A Common	36,635		36,635	D⁽¹⁷⁾
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013⁽¹⁸⁾	04/13/2021	Class A Common	24,103		24,103	D⁽¹⁸⁾
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014⁽¹⁹⁾	04/11/2022	Class A Common	32,477		32,477	D⁽¹⁹⁾
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015⁽²⁰⁾	04/08/2023	Class A Common	30,384		30,384	D⁽²⁰⁾
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016⁽²¹⁾	03/28/2024	Class A Common	28,745		28,745	D⁽²¹⁾
2012 Performance Shares	$0							12/31/2015	08/08/1988⁽²²⁾	Class A Common	20,352		20,352	D⁽²²⁾
2013 Performance Shares	$0							12/31/2016	08/08/1988⁽²³⁾	Class A Common	17,940		17,940	D⁽²³⁾
2014 Performance Shares	$0							12/31/2017	08/08/1988⁽²⁴⁾	Class A Common	17,796		17,796	D⁽²⁴⁾
2015 Performance Shares	$0	03/26/2015		A		13,539		12/31/2017	08/08/1988⁽²⁵⁾	Class A Common	13,539	$0	13,539	D⁽²⁵⁾
2015 Out Performance Shares	$0	03/27/2015		A		20,000		12/31/2017	08/08/1988⁽²⁴⁾	Class A Common	20,000	$0	20,000	D⁽²⁶⁾

Explanation of Responses:

1. James Ratner Revocable Trust dated 12/04/1981. - trust holds 290,239 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 484,695 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 556,833 shares are held directly by the trust.

2. Held by spouse at street account with McDonald Investment.

3. Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. 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. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.

6. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.

7. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

8. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.

9. Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.

10. Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.

11. Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.

12. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.

13. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

14. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

15. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

16. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

17. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

18. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

19. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

20. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

21. 2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.

22. Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $14.74 per share. There is no fixed expiration date.

23. Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $17.60 per share. There is no fixed expiration date.

24. Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.

25. Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 to December 31, 2017. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $24.62 per share. There is no fixed expiration date.

26. Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. 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 300% of the number of Performance Shares granted. Fair market value on date of grant is $24.62 per share. There is no fixed expiration date.

27. 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 James A. Ratner	03/30/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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