0001217465-17-000011.txt : 20171220 0001217465-17-000011.hdr.sgml : 20171220 20171220181544 ACCESSION NUMBER: 0001217465-17-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171218 FILED AS OF DATE: 20171220 DATE AS OF CHANGE: 20171220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER RONALD A CENTRAL INDEX KEY: 0001217465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37671 FILM NUMBER: 171267675 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forest City Realty Trust, Inc. CENTRAL INDEX KEY: 0001647509 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 474113168 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: (216) 621-6060 MAIL ADDRESS: STREET 1: TERMINAL TOWER, 50 PUBLIC SQUARE STREET 2: SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-18 0001647509 Forest City Realty Trust, Inc. FCEA 0001217465 RATNER RONALD A 50 PUBLIC SQUARE, SUIT 1100 CLEVELAND OH 44113 1 1 0 0 Executive Vice President Class A Common Stock 2017-12-18 4 S 0 10861 24.43 D 976078 I See footnote Class A Common Stock 2017-12-19 4 S 0 6845 24.10 D 969233 I See footnote Class A Common Stock 2017-12-20 4 S 0 2294 23.77 D 966939 I See footnote Class A Common Stock 152681 I See footnote Class A Common Stock 187500 I See footnote Class A Common Stock 4696 I See footnote Class A Common Stock 2017-12-18 4 S 0 24617 24.43 D 585861 I See footnote Class A Common Stock 2017-12-19 4 S 0 15517 24.10 D 570344 I See footnote Class A Common Stock 2017-12-20 4 S 0 5199 23.76 D 565145 I See footnote Class A Common Stock 6770 D Class A Common Stock 8954 D Class A Common Stock 11452 D Class A Common Stock 1179 I See footnote Class A Common Stock 613661 I See footnote 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 17721 17721 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 21797 21797 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 36635 36635 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 24103 24103 D 2012 Stock Option Grant (right to buy) 14.74 2014-04-11 2022-04-11 Class A Common 32477 32477 D 2013 Stock Option Grant (right to buy) 17.60 2015-04-08 2023-04-08 Class A Common 30384 30384 D 2014 Stock Option Grant (right to buy) 18.73 2016-03-28 2024-03-28 Class A Common 28745 28745 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 17796 17796 D 2015 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 13539 13539 D 2016 Performance Shares 0 2018-12-31 1988-08-08 Class A Common 17908 17908 D 2017 Performance Shares 0 2019-12-31 1988-08-08 Class A Common 17178 17178 D 2015 Out Performance Shares 0 2017-12-31 1988-08-08 Class A Common 20000 20000 D The Ronald Ratner 1986 Trust Agreement, as modified (Ronald Ratner is Trustee). On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 10,861 shares, 6,845 shares and 2,294 of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.43, $24.10 and 23.77 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 per share, and from $23.50 to $24.07 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 966,939 shares of Class A Common Stock as follows: 657,600 shares held as a direct limited partner of RMS, Ltd.; and 309,339 shares directly. Deborah B. Ratner Trust - individually trust of spouse, shares held in street account. Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998. Trust holds 4,696 shares of Class A Common Stock as follows: 2,348 shares for benefit of Matthew (son); and 2,348 shares for benefit of Sarah (daughter). Ronald Ratner disclaims any beneficial interest. Max Ratner Grandchildren's Trust dated 12/21/1988. On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 24,617 shares, 15, 517 shares and 5,199 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017.The prices of $24.43, $24.10, and $23.77 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 and from $23.59 to $24.07 per share, respectively. Full information on the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 565,145 shares of Class A Common Stock as follows: 40,000 shares as a direct limited partner of RMS, Ltd. fbo Matthew Ratner (son); 177,578 directly fbo Matthew; 70,000 shares as a direct limited partner of RMS, Ltd. fbo Sarah Ratner (daughter); and 277,567 directly fbo Sarah. Ronald Ratner disclaims any beneficial interest. 2015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018. 2016 Restricted Stock Grant - 25% vested 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. General Partnership interest in RMS, Ltd Partnership. Max Ratner Family 1999 Revocable Trust (Ronald Ratner is Trust Advisor). Trust holds 613,661 shares of Class A Common Stock as follows: 14,887 shares for the benefit of Sarah Ratner (daughter); 350,000 shares for Sarah Ratner as a limited partner in RMS Ltd.; 23,774 shares for the benefit of Matthew Ratner (son); and 225,000 for Matthew Ratner as a limited partner of RMS, Ltd. Ronald Ratner disclaims any beneficial interest. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 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 - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018. 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. 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. 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. Out Performance Shares Award - granted 3/27/2015 - 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 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. J. Matthew Shady, Attorney-in-Fact for Ronald A. Ratner 2017-12-20 EX-24 2 poa-rratner.txt POWER OF ATTORNEY SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Ketan K. Patel, J. Matthew Shady and Maria Tosheva-Nikolova, with full power of substitution and resubstitution, as attorney of the undersigned, their name, place and stead, to sign and file under the Securities Exchange Act of 1934, Section 16 Reporting Forms, any and all amendments and apply for EDGAR Access Codes as required thereto, to be filed with the Securities and Exchange Commission pertaining to such filing, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorney and any such substitute. EFFECTIVE as of May 31, 2017. By: \s\ Ronald A. Ratner Ronald A. Ratner