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 ABRAHAM

(Last)

(First)

(Middle)

3111 CARNEGIE

(Street)

CLEVELAND

44115

(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⁽¹⁵⁾	173,871	A	⁽¹⁵⁾	175,386⁽¹⁵⁾	D⁽¹⁾
Class A Common Stock							150,000⁽¹⁵⁾	I	See footnote⁽²⁾
Class A Common Stock							37,294⁽¹⁵⁾	D⁽³⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	36,093	A	⁽¹⁵⁾	40,285⁽¹⁵⁾	D⁽⁴⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	143,512	A	⁽¹⁵⁾	161,646⁽¹⁵⁾	I	See footnote⁽⁵⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	143,512	A	⁽¹⁵⁾	170,646⁽¹⁵⁾	I	See footnote⁽⁶⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	154,000	A	⁽¹⁵⁾	154,000⁽¹⁵⁾	D⁽⁷⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	1,179	A	⁽¹⁵⁾	1,179⁽¹⁵⁾	D⁽⁸⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	21,878	A	⁽¹⁵⁾	21,878⁽¹⁵⁾	I	See footnote⁽⁹⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	21,878	A	⁽¹⁵⁾	21,878⁽¹⁵⁾	I	See footnote⁽¹⁰⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	55,388	A	⁽¹⁵⁾	55,388⁽¹⁵⁾	I	See footnote⁽¹¹⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	55,389	A	⁽¹⁵⁾	55,389⁽¹⁵⁾	I	See footnote⁽¹²⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	131,000	A	⁽¹⁵⁾	131,000⁽¹⁵⁾	I	See footnote⁽¹³⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	131,000	A	⁽¹⁵⁾	131,000⁽¹⁵⁾	I	See footnote⁽¹⁴⁾

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⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		900	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	900	⁽¹⁵⁾	0⁽¹⁶⁾	D⁽⁸⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		132,726	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	132,726	⁽¹⁵⁾	0⁽¹⁶⁾	D⁽¹⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		117,557	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	117,557	⁽¹⁵⁾	0⁽¹⁶⁾	D⁽⁷⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		27,552	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	27,552	⁽¹⁵⁾	0⁽¹⁶⁾	D⁽⁴⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		109,551	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	109,551	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		109,551	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	109,551	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		16,701	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	16,701	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁹⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		16,701	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	16,701	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹⁰⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		42,281	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	42,281	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹¹⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		42,281	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	42,282	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹²⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		100,000	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	100,000	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		100,000	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	100,000	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹⁴⁾

Explanation of Responses:

1. Abraham Miller Trust 1986 Trust - U/A DTD 2/17/86 AMD 4/14/08 Abraham Miller TTEE - 132,726 shares of Class B Common Stock were reclassified and exchanged into 173,871 shares of Class A Common Stock. Post-reclassification, as of 6/12/17 trust holds 175,386 shares of Class A Common stock as follows; 137,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.

2. Barbara Miller - 2012 Irrev. Trust - Abraham Miller is trustee.

3. Ruth Miller Charitable Lead Trust dated 7/5/1985 - Abraham Miller is Trustee and Beneficiary.

4. Ruth Miller GST Trust - for the benefit of Abraham Miller. 27,552 shares of Class B Common Stock were reclassified and exchanged into 36,093 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 40,285 shares of Class A Common stock held directly by the trust.

5. Mr. Miller is Trustee of Ruth Miller 1989 Shareholder's Trust for the benefit of Max Miller. Abraham Miller disclaims any beneficial ownership interest. 109,551 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.

6. Mr. Miller is Trustee of Ruth Miller 1989 Shareholder's Trust for the benefit of Jacob Miller. Abraham Miller disclaims any beneficial ownership interest. 109,551 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17 trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.

7. Abraham Miller Trust Agreement dated 11/29/1985, limited partner in RMS, Ltd.- Albert Ratner and Charles Ratner are trustees. 132,726 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.

8. General Partner of RMS, Ltd., (limited partnership). 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock, which is held directly.

9. Shares held by Max Miller, Revocable Trust. Abraham Miller disclaims any beneficial ownership interest. 16,701 shares of Class B Common Stock were reclassified and exchanged into 21,878 shares of Class A Common Stock held directly.

10. Jacob Miller Revocable Trust - shares held as a limited partner in RMS, Ltd. Abraham Miller disclaims any beneficial ownership interest. 16,701 shares of Class B Common Stock were reclassified and exchanged into 21,878 shares of Class A Common Stock held directly.

11. Abraham Miller 2009 Trust - shares are for the benefit of Max Miller. 42,281 shares of Class B Common Stock were reclassified and exchanged into 55,388 shares of Class A Common Stock held directly.

12. Abraham Miller 2009 Trust - shares are for the benefit of Jacob Miller. 42,282 shares of Class B Common Stock were reclassified and exchanged into 55,389 shares of Class A Common Stock held directly.

13. Abraham Miller 2012 Trust - shares are for the benefit of Max Miller. Abraham Miller disclaims any beneficial ownership interest. 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock held directly.

14. Abraham Miller 2012 Trust - shares are for the benefit of Jake Miller. Abraham Miller disclaims any beneficial interest 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock held directly.

15. 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.

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

17. 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 Abraham Miller	02/14/2018
	** Signature of Reporting Person	Date
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