SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

SHAFRAN JOSEPH M

(Last)

(First)

(Middle)

2720 VAN AKEN BOULEVARD

SUITE 200

(Street)

CLEVELAND

44120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC [ FCEA/FCEB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2009

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 Following Reported Transaction(s) (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)	Code	V	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								354	I	See footnote⁽¹⁾
Class A Common Stock								203,465	D⁽²⁾
Class A Common Stock								58,864	D⁽³⁾
Class A Common Stock								1,692	I	See footnote⁽⁴⁾
Class A Common Stock								10,812	I	See footnote⁽⁵⁾
Class A Common Stock								12,264	I	See footnote⁽⁶⁾
Class A Common Stock								222,473	I	See footnote⁽⁷⁾
Class A Common								61,220	I	See footnote⁽⁸⁾
Class A Common Stock	09/14/2009		S		100	D	$11.32	49,900	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		300	D	$11.33	49,600	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		100	D	$11.34	49,500	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		300	D	$11.37	49,200	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		2,300	D	$11.38	46,900	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		800	D	$11.39	46,100	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		519	D	$11.4	45,581	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,200	D	$11.41	44,381	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		181	D	$11.42	44,200	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,000	D	$11.43	43,200	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,000	D	$11.44	42,200	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		863	D	$11.45	41,337	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,300	D	$11.46	40,037	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		598	D	$11.47	39,439	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		4,437	D	$11.48	35,002	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,288	D	$11.49	33,714	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		3,187	D	$11.5	30,527	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		3,723	D	$11.51	26,804	D⁽⁹⁾
Class A Common Stock	09/14/2009		S		1,820	D	$11.52	24,984	D⁽⁹⁾
Class A Common Stock								13,269	I	See footnote⁽¹⁰⁾
Class A Common Stock								1,263	I	See footnote⁽¹¹⁾
Class A Common								48,000	I	See footnote⁽¹²⁾

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)	Code	V	(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⁽¹⁶⁾							08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	900		900	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽¹⁶⁾							08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	2,579,008		2,579,008	I	See footnote⁽¹⁴⁾
Class B Common - Convertible	$0⁽¹⁶⁾							08/08/1988⁽¹⁷⁾	08/08/1988⁽¹⁷⁾	Common Stock	13,500		13,500	I	See foot note⁽¹⁵⁾

Explanation of Responses:

1. Held Indirect - by Powell Partners of which Mr. Shafran is a general partner.

2. Shares are held in an account with First Merit.

3. Shares are held in an account with JP Morgan - Chase.

4. Held by spouse Marla Shafran

5. Faynne Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change in share bvalue due to a regular distribution to the beneficiary.

6. Nathan Shafran GST Trust - Joan Shafran and Joseph Shafran are Trustees, they have no beneficial interest. Change in share bvalue due to a regular distribution to the beneficiary.

7. The Joseph Shafran Trust, Spouse is Trustee, his children are the benficiaries.

8. Held Indirect by The Berimore Company (a general partnership). Jospeh Shafran is a general partner along with his sisters, Joan Shafran and Paula Krulak. Partnership distributed 50,000 shares to Joseph Shafran.

9. Shares are held in a street account with Stifle Nicolaus brokerage firm.

10. Joseph Shafran Family TR (Joseph Shafran, trustee).

11. Joseph Shafran Irr TR (Joan K. Shafran, trustee).

12. Paran Equities, LLC - shares are held at Stifle Nicolaus. Mr. Shafran retains beneficial interest.

13. Held as General Partner of RMS, Ltd.

14. Held Indirect - Held by The Berimore Company as a limited partner of RMS, Ltd.

15. Held Indirect - Powell Partners of which Mr. Shafran is a general partner.

16. Stocks are convertible from Class B Common to Class A Common on a 1-for-1 basis.

17. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

Remarks:

Filing 1 of 2 - reporting first 25,016 shares sold on 9/14/2009; total of all sales was 45,000.

	Geralyn M. Presti, Attorney-In-Fact for Joseph M. Shafran	09/16/2009
	** 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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