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^*

RATNER CHARLES A

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

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	03/03/2017		G	30,590	D	$0.00	632,837⁽¹⁶⁾	D⁽¹⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	632,837	A	⁽¹⁵⁾	632,837⁽¹⁶⁾	D⁽¹⁾
Class A Common Stock							510,211	I	See footnote⁽²⁾
Class A Common Stock							337,806	I	See footnote⁽³⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	7,850	A	⁽¹⁵⁾	10,086⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	7,850	A	⁽¹⁵⁾	16,048⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	7,850	A	⁽¹⁵⁾	26,529⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	7,850	A	⁽¹⁵⁾	13,239⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class A Common Stock							2,948	I	See footnote⁽⁶⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	95,735	A	⁽¹⁵⁾	193,735⁽¹⁶⁾	I	See footnote⁽⁷⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	495,835	A	⁽¹⁵⁾	498,062⁽¹⁶⁾	I	See footnote⁽⁸⁾
Class A Common Stock	06/12/2017		J⁽¹⁵⁾	1,179	A	⁽¹⁵⁾	1,179	D⁽⁹⁾

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⁾		56,191	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	56,191	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		426,891	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	426,891	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽¹⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		5,992	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	5,992	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		5,992	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	5,992	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		5,992	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	5,992	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		5,992	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	5,992	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁴⁾⁽⁵⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		73,080	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	73,080	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0.00⁽¹⁵⁾	06/12/2017		J⁽¹⁵⁾		378,500	08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	378,500	⁽¹⁵⁾	0⁽¹⁶⁾	I	See footnote⁽⁸⁾
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⁾	I	See footnote⁽⁹⁾
2007 Stock Option Grant (right to buy)	$65.35						03/29/2009⁽¹⁰⁾	03/29/2017	Class A Common	40,000		40,000	D⁽¹⁰⁾
2008 Stock Option Grant (right to buy)	$36.38						06/18/2010⁽¹¹⁾	06/18/2018	Class A Common	19,691		19,691	D⁽¹¹⁾
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011⁽¹²⁾	04/21/2019	Class A Common	24,220		24,220	D⁽¹²⁾
2010 Stock Option Grant (right to buy)	$15.89						04/14/2012⁽¹³⁾	04/14/2020	Class A Common	40,289		40,289	D⁽¹³⁾
2011 Stock Option Grant (right to buy)	$17.72						04/13/2013⁽¹³⁾	04/13/2021	Class A Common	26,782		26,782	D⁽¹⁴⁾

Explanation of Responses:

1. Charles Ratner Revocable Trust dated 7/17/1981. - 483,082 shares of Class B Common stock were reclassified and exchanged into 632,837 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 426,400 shares as a direct limited partner of RMS, Ltd.; and the remaining shares are held directly by the trust.

2. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse). Shares from street account were moved to the trust.

3. Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan.

4. Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son)- 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 10,086 shares of Class A Common Stock directly and; Rachel Ratner (daughter) - 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 16,048 shares of Class A Common Stock directly. Jonathan Ratner (son) - 5,992 Class B shares were reclassified and exchanged into 7,850 Class A shares. Post-reclassification, as of 6/12/17, trust holds 26,529 shares of Class A Common Stock directly.

5. (continued from Footnote 4) Adam Ratner (son) - 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 13,239 shares of Class A Common Stock directly. Charles Ratner is Trustee. Charles Ratner disclaims any beneficial interest.

6. Max Ratner 1988 Grandchildren's Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.

7. Max Ratner 1999 Irrevocable Trust - 73,080 shares of Class B Common Stock were reclassified and exchanged into 95,735 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, the trust holds 193,735 shares of Class A Common Stock Directly. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.

8. Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). 378,500 shares of Class B Stock were reclassified and exchanged into 495,835 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 328,000 shares are held as a direct limited partner of RMS, Ltd. and 170,062 shares of Class A Common Stock held directly. Charles Ratner disclaims any beneficial interest.

9. General Partnership interest in RMS, Ltd. limited partnership. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, 1,179 shares of Class A Common Stock are held directly.

10. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

11. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

12. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

13. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

14. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

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. Acquisition and dispositions in the reclassification is also exempt under Rule 16b-3(d) and (e), respectively.

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:

Former Director and former 10% group member

	Mark R. Tepsich Attorney-in-Fact for Charles A. Ratner	02/14/2018
	** Signature of Reporting Person	Date
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