0001217464-14-000007.txt : 20140627 0001217464-14-000007.hdr.sgml : 20140627 20140624181301 ACCESSION NUMBER: 0001217464-14-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140623 FILED AS OF DATE: 20140624 DATE AS OF CHANGE: 20140624 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATNER JAMES A CENTRAL INDEX KEY: 0001217464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 14938371 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-06-23 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 319239 I See footnote Class A Common Stock 95694 I See footnote Class A Common Stock 217328 I See footnote Class A Common Stock 2014-06-23 4 S 0 91838 19.758 D 0 I See footnote Class A Common Stock 26240 I See footnote Class A Common Stock 2014-06-23 4 S 0 100000 19.754 D 112525 I See footnote Class A Common Stock 2540 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 556833 556833 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 484695 484695 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 784 784 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 38451 38451 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 2016-04-04 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 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 2012 Performance Shares 0 2015-12-31 1988-08-08 Class A Common 20352 20352 D 2013 Performance Shares 0 2016-12-31 1988-08-08 Class A Common 17940 17940 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 17796 17796 D James Ratner Revocable Trust dated 12/04/1981. Held by spouse at street account with McDonald Investment. Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. The price $19.75825 represents a weighed average of sales prices ranging from $19.74 per share to $19.80 per share. 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. 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. The price $19.75401 represents a weighed average of sales prices ranging from $19.74 per share to $19.80 per share. 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. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. James Ratner Revocable Trust dated 12/04/1981. Held as a limited partnership interest in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd. James Ratner Revocable Trust dated 12/04/1981. Held as a limited partnership interest 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. Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 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. 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 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. Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date. 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. 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 2014-06-24 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