X0303 4 2011-03-15 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217455 OBRIEN ROBERT G 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 0 1 0 0 Exec VP & CFO Class A Common Stock 67558 I See footnote Class A Common Stock 86680 I See footnote Class A Common Stock 10000 D Class A Common Stock 14740 D Class A Common Stock 44656 D Class A Common Stock 61044 D Class A Common Stock 3100 I See footnote Class A Common Stock 3116 I See footnote Class A Common Stock 3116 I See footnote Class A Common Stock 2011-03-15 4 S 0 2000 18.15 D 3500 D 2003 Stock Option Grant (right to buy) 15.50 2005-03-17 2013-03-17 Class A Common 43200 43200 D 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 25200 25200 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 25200 25200 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 25200 25200 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 28059 28059 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 14030 14030 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 36035 36035 D 2008 Performance Shares 0 2012-01-31 1988-08-08 Class A Common Stock 31335 31335 D 2008 GRAT for Robert G. O'Brien. Robert G. O'Brien Trust - account with Schwab - shares were moved to this account from the GRAT account (footnote 1) and the Robert and Ann O'Biren street account (footnote 10). 2007 Restricted Stock Grant - 25% vest on 3/29/2009; 25% vest on 3/29/2010; and 50% vest on 3/29/2011. 2008 Restricted Stock Grant - 25% vest on 6/18/2010; 25% vest on 6/18/2011; and 50% vest on 6/18/2012. Shares were adjusted to correct amount, vestings were reported correctly numbers were transposed resulting in a difference of 270 shares. 2009 Restricted Stock Grant - 25% vest on 4/21/2011; 25% vest on 4/21/2012; and 50% vest on 4/21/2013. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. Shares held by Robert L. O'Brien, son - Indirect Shares held by Kathleen G. O'Brien, daughter - Indirect Shares held by Sara F. O'Brien, daughter - Indirect Shares are held by Robert & Ann (wife) O'Brien in a street account. Shares were adjusted to reflect transfer to Robert G. O'Brien Trust account (footnote 2). 2003 Stock Option Grant - 25% exercisable 3/17/2005, 25% exercisable 3/17/2006, and 50% exercisable 3/17/2007. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 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 expirationdate. Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2006 (as amended April 5, 2010). Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien 2011-03-17