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*
OBRIEN ROBERT G

(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 Realty Trust, Inc. [ FCEA/FCEB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016
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 29,166 I See footnote(1)
Class A Common Stock 46,645 I See footnote(2)
Class A Common Stock 28,833 D(3)
Class A Common Stock 36,222 D(4)
Class A Common Stock 22,690 D(5)
Class A Common Stock 32,601 D(6)
Class A Common Stock 11,127 I See footnote(7)
Class A Common Stock 11,143 I See footnote(8)
Class A Common Stock 11,143 I See footnote(9)
Class A Common Stock 02/17/2016 M 31,011 A $0(20) 193,837 D(10)
Class A Common Stock 02/17/2016 F(10) 13,558 D $17.91 180,279 D(10)
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
2006 Stock Option Grant (right to buy) $46.37 04/04/2008(11) 04/04/2016 Class A Common 25,200 25,200 D(11)
2007 Stock Option Grant (right to buy) $65.35 03/29/2009(12) 03/29/2017 Class A Common 25,200 25,200 D(12)
2008 Stock Option Grant (right to buy) $36.38 06/18/2010(13) 06/18/2018 Class A Common 28,059 28,059 D(13)
2009 Stock Option Grant (right to buy) $7.8 04/21/2011(14) 04/21/2019 Class A Common 7,011 7,011 D(14)
2010 Stock Option Grant (right to buy) $15.89 04/14/2012(15) 04/14/2020 Class A Common 26,893 26,893 D(15)
2011 Stock Option Grant (right to buy) $17.72 04/13/2013(16) 04/13/2021 Class A Common 38,547 38,547 D(16)
2012 Stock Option Grant (right to buy) $14.74 04/11/2014(17) 04/11/2022 Class A Common 39,694 39,694 D(17)
2013 Stock Option Grant (right to buy) $17.6 04/08/2015(18) 04/08/2023 Class A Common 33,422 33,422 D(18)
2014 Stock Option Grant (right to buy) $18.73 03/28/2016(19) 03/28/2024 Class A Common 31,620 31,620 D(19)
2012 Performance Shares $0 02/17/2016 M 31,011(20) 12/31/2015 08/08/1988(20) Class A Common 24,875 $0 0 D(20)
2013 Performance Shares $0 12/31/2016 08/08/1988(21) Class A Common 19,734 19,734 D(21)
2014 Performance Shares $0 12/31/2017 08/08/1988(22) Class A Common 19,576 19,576 D(22)
2015 Performance Shares $0 12/31/2017 08/08/1988(23) Class A Common 15,339 15,339 D(23)
2015 Out Performance Shares $0 12/31/2017 08/08/1988(24) Class A Common 40,000 40,000 D(24)
Explanation of Responses:
1. 2013 GRAT for Robert G. O'Brien.
2. Robert G. O'Brien Trust - account with Schwab .
3. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
4. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
5. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
6. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
7. Shares held by Robert L. O'Brien, son - Indirect
8. Shares held by Kathleen G. O'Brien, daughter - Indirect
9. Shares held by Sara F. O'Brien, daughter - Indirect
10. Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. The 2012 Performance Share Award vested 2/17/2016, there were a total of 31,011 shares received, of those 13,558 shares were returned to the Company for taxes.
11. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
12. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
13. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
14. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
15. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
16. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
17. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
18. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
19. 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.
20. 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. Shares vested and were approved by the Company's Compensation Committee on 2/17/2016, at 124.67% of the target shares resulting from the actual performance during the performance period.
21. 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.
22. 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.
23. 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.
24. Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee 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 $25.31 per share. There is no fixed expiration date.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien 03/02/2016
** Signature of Reporting Person Date
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