0001217465-15-000001.txt : 20150218 0001217465-15-000001.hdr.sgml : 20150216 20150217154822 ACCESSION NUMBER: 0001217465-15-000001 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 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 RONALD A CENTRAL INDEX KEY: 0001217465 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 15621934 MAIL ADDRESS: STREET 1: 50 PUBLIC SQUARE SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44113 5 1 edgar.xml PRIMARY DOCUMENT X0306 5 2014-12-31 0 0 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217465 RATNER RONALD A 50 PUBLIC SQUARE, SUIT 1100 CLEVELAND OH 44113 1 1 1 0 Executive Vice President Class A Common Stock 2014-07-01 5 G 0 25000 0 A 70853 I See footnote Class A Common Stock 2014-05-19 5 G 0 30000 0 D 40853 I See footnote Class A Common Stock 2014-05-20 5 G 0 20000 0 D 20853 I See footnote Class A Common Stock 2014-07-01 5 G 0 25000 0 D 206646 I See footnote Class A Common Stock 187500 I See footnote Class A Common Stock 4696 I See footnote Class A Common Stock 78408 I See footnote Class A Common Stock 2540 D 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 728401 728401 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 150000 150000 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 195510 195510 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 370350 370350 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 468444 468444 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 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) 17.60 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 The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee) - trust holds 20,853 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 728,401 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 150,000 shares are held directly by the trust. Deborah Ratner Trust - individually trust of spouse, shares held in account at UBS Financial Services. Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee. Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 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 - 18,939 shares for the benefit of Sarah (daughter) and 59,469 shares for the benefit of Matthew (son). 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. RMS, Ltd. general partnership interest. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Matthew (son) of the total number of shares in the trust, 31,058 are held by RMS, Ltd. as a limited partnership interest. The remaining 164,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Sarah (daughter) of the total number of shares in the trust, 55,898 are held by RMS, Ltd. as a limited partnership interest. The remaining 314,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest. 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. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. 2014 Stock Option Grant - 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 Ronald A. Ratner 2015-02-17 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 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\ Ronald A. Ratner Ronald A. Ratner