0001217464-13-000002.txt : 20130318 0001217464-13-000002.hdr.sgml : 20130318 20130318163242 ACCESSION NUMBER: 0001217464-13-000002 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130131 FILED AS OF DATE: 20130318 DATE AS OF CHANGE: 20130318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER JAMES A CENTRAL INDEX KEY: 0001217464 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 13698072 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOREST CITY ENTERPRISES INC CENTRAL INDEX KEY: 0000038067 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 340863886 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44113 BUSINESS PHONE: 216-621-6060 MAIL ADDRESS: STREET 1: 1100 TERMINAL TOWER STREET 2: 50 PUBLIC SQUARE CITY: CLEVLAND STATE: OH ZIP: 44113 5 1 edgar.xml PRIMARY DOCUMENT X0306 5 2013-01-31 0 0 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217464 RATNER JAMES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND OH 44113 0 1 1 0 Executive Vice President Class A Common Stock 2012-07-09 5 G 0 1696 0 D 1141708 I See footnote Class A Common Stock 2012-09-25 5 G 0 15000 0 D 1126708 I See footnote Class A Common Stock 2012-10-01 5 G 0 45000 0 D 1081708 I See footnote Class A Common Stock 2012-12-18 5 G 0 16500 0 D 1065208 I See footnote Class A Common Stock 2012-12-27 5 G 0 80000 0 D 985208 I See footnote Class A Common Stock 2012-12-18 5 G 0 16500 0 D 95694 I See footnote Class A Common Stock 1596 I See footnote Class A Common Stock 33935 I See footnote Class A Common Stock 26240 I See footnote Class A Common Stock 11327 I See footnote Class A Common Stock 3399 D Class A Common Stock 5079 D Class B Common - Convertible 0 2012-12-27 5 G 0 7800 0 D 1988-08-08 1988-08-08 Common Stock 492495 484695 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 784 784 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 297732 297732 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5992 5992 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 260235 260235 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 260235 260235 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 96354 96354 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 201198 201198 I See footnote 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 25200 25200 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2015-04-06 Class A Common 25200 25200 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 25200 25200 D 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 2012 Performance Shares 0 2015-12-31 1988-08-08 Class A Common 20352 20352 D James Ratner Revocable Trust dated 12/04/1981. Held by spouse at street account with UBS. Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest. Shares had been previously reported but removed when Austin was declared independent. Shares were added back on the form, since James Ratner serves as a trust advisor. Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest. Shares had been previously reported but removed when Daniel was declared independent. Shares were added back on the form, since James Ratner serves as a trust advisor. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest. Shares had been previously reported but removed when Daniel was declared independent. Shares were added back on the form, since James Ratner serves as a trust advisor. 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. 2011 Restricted Stock Grant - 25% vest on 4/13/20123 25% vest on 4/13/2014; and 50% vest on 4/13/2015. Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest. Shares had been previously reported but removed when Austin was declared independent. Shares were added back on the form, since James Ratner serves as a trust advisor. Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest. Shares had been previously reported but removed when Daniel was declared independent. Shares were added back on the form, since James Ratner serves as a trust advisor. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exercisable on 4/04/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 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. Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date. Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date. Geralyn M. Presti, Attorney-in-Fact for James A. Ratner 2013-03-18 EX-24 2 poa-jratner.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 Gerayln M. Presti, J. Matthew Shady and Patricia A. Comai, 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 February 25, 2013. By: \s\ James A. Ratner James A. Ratner