X0306 4 2018-12-07 1 0001647509 Forest City Realty Trust, Inc. FCEA 0001217455 O'Brien Robert G. 127 PUBLIC SQUARE, SUITE 3100 CLEVELAND OH 44114 0 1 0 0 Exec VP & CFO Class A Common Stock 2018-11-13 5 G 0 19018 0 D 29289 I See footnote Class A Common Stock 2018-12-07 4 D 0 29289 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 12537 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 12553 D 0 I See footnote Class A Common Stock 2018-12-07 4 D 0 12553 D 0 I See footnote Class A Common Stock 2018-11-08 5 G 0 12063 0 D 243092 D Class A Common Stock 2018-12-07 4 D 0 243092 D 0 D Class A Common Stock 2018-12-07 4 D 0 7163 D 0 D Class A Common Stock 2018-12-07 4 D 0 10015 D 0 D Class A Common Stock 2018-12-07 4 D 0 14372 D 0 D 2009 Stock Option Grant (right to buy) 7.80 2018-12-07 4 D 0 7011 D 2011-04-21 2019-04-21 Class A Common 7011 0 D 2010 Stock Option Grant (right to buy) 15.89 2018-12-07 4 D 0 26893 D 2012-04-14 2020-04-14 Class A Common 26893 0 D 2011 Stock Option Grant (right to buy) 17.72 2018-12-07 4 D 0 38547 D 2013-04-13 2021-04-13 Class A Common 38547 0 D 2012 Stock Option Grant (right to buy) 14.74 2018-12-07 4 D 0 39694 D 2014-04-11 2022-04-11 Class A Common 39694 0 D 2013 Stock Option Grant (right to buy) 17.60 2018-12-07 4 D 0 33422 D 2015-04-08 2023-04-08 Class A Common 33422 0 D 2014 Stock Option Grant (right to buy) 18.73 2018-12-07 4 D 0 31620 D 2016-03-28 2024-03-28 Class A Common 31620 0 D 2016 Performance Shares 0 2018-12-07 4 D 0 21489 D 2018-12-31 1988-08-08 Class A Common 21489 0 D 2017 Performance Shares 0 2018-12-07 4 D 0 26705 D 2019-12-31 1988-08-08 Class A Common 20029 0 D 2018 Performance Shares 0 2018-12-07 4 D 0 14372 D 2020-12-31 1988-08-08 Class A Common 21558 0 D Robert G. O'Brien Trust. 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. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. 2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021. 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. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. 2014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018. Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 $20.94 per share. There is no fixed expiration date. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date. Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date. Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest. At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to the right to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings. At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200 % of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors. J. Matthew Shady, Attorney-In-Fact for Robert G. O'Brien 2018-12-07