SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MILLER SAMUEL H

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% group member

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	06/12/2017		J⁽⁵⁾	1,306,470	A	⁽⁵⁾	1,954,975⁽⁶⁾	D⁽¹⁾
Class A Common Stock							10,692.57	I	401k Plan⁽²⁾
Class A Common Stock	06/12/2017		J⁽⁵⁾	1,179	A	⁽⁵⁾	1,179⁽⁶⁾	D⁽³⁾

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)	4. Transaction Code (Instr. 8)	(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	$0.00⁽⁵⁾	06/12/2017		J⁽⁵⁾		900	08/08/1988⁽⁷⁾	08/08/1988⁽⁷⁾	Common Stock	900	⁽⁵⁾	0⁽⁶⁾	D⁽³⁾
Class B Common - Convertible	$0.00⁽⁵⁾	06/12/2017		J⁽⁵⁾		997,306	08/08/1988⁽⁷⁾	08/08/1988⁽⁷⁾	Common Stock	997,306	⁽⁵⁾	0⁽⁶⁾	D⁽⁴⁾

Explanation of Responses:

1. Samuel H. Miller, Trustee of the Samuel H. Miller Trust UA, June 10, 1983.

2. 401k Plan - Class A Common shares.

3. General partner in RMS, Ltd., and held as Samuel H. Miller, Trustee. Trust held 900 shares of Class B Common Stock which were reclassified on 6/12/17 into 1,179 shares of Class A Common Stock.

4. Limited partner in RMS, Ltd., and held as Samuel H. Miller, Trustee. Trust held 997,306 shares of Class A Common stock which were reclassified into 1,306,470 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, 633,800 shares of Class A Common Stock are held as a direct limited partnership interest in RMS, Ltd. and 1,334,372 shares of Class A Common Stock are held directly.

5. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock.

6. Reported as of 6/12/2017, the date the Reporting Person ceased to be subject to Section 16.

7. Class B Common Stock was convertible to Class A Common Stock on a share-for-share basis, stock was convertible at any time - there was no fixed exercise date or expiration date.

Remarks:

	Mark R. Tepsich, Attorney-In-Fact for Samuel H. Miller	02/14/2018
	** 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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