0001217466-14-000012.txt : 20140701 0001217466-14-000012.hdr.sgml : 20140701 20140701181316 ACCESSION NUMBER: 0001217466-14-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140701 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 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: RATNERSALZBERG DEBORAH CENTRAL INDEX KEY: 0001217466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 14953786 MAIL ADDRESS: STREET 1: 5803 NICHOSON LANE CITY: WASHINGTON STATE: DC ZIP: 20852 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-07-01 0000038067 FOREST CITY ENTERPRISES INC FCEA/FCEB 0001217466 RATNERSALZBERG DEBORAH 1615 L STREET NW, SUITE 400 WASHINGTON DC 20036 1 1 1 0 Executive Vice President Class A Common Stock 2014-07-01 4 S 0 6000 19.9198 D 562773 I See footnote Class A Common Stock 44135 I See footnote Class A Common Stock 13465 I See footnote Class A Common Stock 63418 I See footnote Class A Common Stock 532257 I See footnote Class A Common Stock 3676 I See footnote Class A Common Stock 7352 I See footnote Class A Common Stock 7352 I See footnote Class A Common Stock 2891 D Class A Common Stock 5966 D Class A Common Stock 6866 D Class A Common Stock 6629 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 900 900 D Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 782666 782666 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 180 180 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 148800 148800 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 5040 5040 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 83834 83834 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 83514 83514 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 58392 58392 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 179140 179140 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 515489 515489 I See footnote 2005 Stock Option Grant (right to buy) 31.75 2007-04-06 2015-04-06 Class A Common 15000 15000 D 2006 Stock Option Grant (right to buy) 46.37 2008-04-04 2016-04-04 Class A Common 15000 15000 D 2007 Stock Option Grant (right to buy) 65.35 2009-03-29 2017-03-29 Class A Common 15000 15000 D 2008 Stock Option Grant (right to buy) 36.38 2010-06-18 2018-06-18 Class A Common 9599 9599 D 2009 Stock Option Grant (right to buy) 7.80 2011-04-21 2019-04-21 Class A Common 4800 4800 D 2010 Stock Option Grant (right to buy) 15.89 2012-04-14 2020-04-14 Class A Common 8002 8002 D 2011 Stock Option Grant (right to buy) 17.72 2013-04-13 2021-04-13 Class A Common 9146 9146 D 2012 Performance Shares 0 2015-12-31 1988-08-08 Class A Common 7954 7954 D 2013 Performance Shares 0 2016-12-31 1988-08-08 Class A Common 6504 6504 D 2014 Performance Shares 0 2017-12-31 1988-08-08 Class A Common 6629 6629 D U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The price $19.9198 represents a weighed average of sales prices ranging from $19.860 per share to $20.045 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. Michael Salzberg (spouse) shares held directly in street accounts. Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 33,603 and Eric Salzberg (son) 29,815. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 266,128 and Eric Salzberg (son) 266,129. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Albert B. Ratner 1987 Family Trust - (Class B shares are held as a limited partner in RMS, Ltd.) for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1999 Revocable Trust- 515,489 Class B shares are held as a limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are not held as a limited partnership interest in FCE Management, LP. 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015. 2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018. General Partnership interest in RMS, Ltd., an Ohio limited partnership. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - limited partnership interest in RMS, Ltd. limited partnership. 378,822 shares are held as a direct limited partner of RMS, Ltd and 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.). Anna Salzberg (daughter), shares are held in street account at UBS Financial Services as limited partner in RMS, Ltd. Deborah Ratner-Salzberg disclaims any benefical interest. Albert B. Ratner 1989 Grandchildren's Trust - a limited partner in RMS, Ltd., for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1989 Grandchildren's Trust - a limited partner in RMS, Ltd., for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical 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 4/04/2008; 25% exercisable 4/04/2009; and 50% exercisable 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. 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. Sales in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person (trust) on December 19, 2013. Geralyn M. Presti, Attorney-In-Fact for Deborah Ratner-Salzberg 2014-07-01 EX-24 2 poa-drs.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\ Deborah Ratner Salzberg Deborah Ratner Salzberg