0001217466-15-000001.txt : 20150218 0001217466-15-000001.hdr.sgml : 20150216 20150217145204 ACCESSION NUMBER: 0001217466-15-000001 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: RATNERSALZBERG DEBORAH CENTRAL INDEX KEY: 0001217466 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04372 FILM NUMBER: 15621299 MAIL ADDRESS: STREET 1: 301 WATER ST SE SUITE 201 CITY: WASHINGTON STATE: DC ZIP: 20003 5 1 edgar.xml PRIMARY DOCUMENT X0306 5 2014-12-31 0 0 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 2014-12-29 5 G 0 5000 0 D 527773 I See footnote Class A Common Stock 44135 I See footnote Class A Common Stock 11656 I See footnote Class A Common Stock 2014-03-12 5 G 0 525 0 D 162893 I See footnote Class A Common Stock 432257 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 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 100000 100000 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 58392 58392 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 515489 515489 I See footnote 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 5040 5040 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 33834 33834 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 33514 33514 I See footnote Class B Common - Convertible 0 1988-08-08 1988-08-08 Common Stock 179140 179140 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 - trust holds 527,773 Class A Common shares; Class B Common shares - 822 shares are held as a direct limited partner of RMS, Ltd; 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 378,000 shares are held directly by the trust. Michael Salzberg (spouse) - shares held in street accounts. Balance adjusted to reflect correct anumber, shares had been over stated. Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 83,603 and Eric Salzberg (son) 79,290. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 216,128 Class A shares & 50,000 Class B shares, and Eric Salzberg (son) 216,129 Class A shares & 50,000 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). 148,800 Class Bshares. Deborah Ratner-Salzberg disclaims any beneficial interest. 3,676 Class A shares . Albert B. Ratner 1987 Family Trust - 58,392 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. 7,352 Class A shares are held as a limited partnership interest in FCE Management, LP. 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 - 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 partnershjp. Anna Salzberg (daughter) shares held in street account. Albert B. Ratner 1989 Grandchildrens Trust - as limited partner in RMS, Ltd., for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest. Albert B. Ratner 1989 Grandchildrens Trust - as 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 4/4/2008; 25% exercisable 4/4/2009; and 50% exercisable on 4/4/2010. 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. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities. Geralyn M. Presti, Attorney-in-Fact for Deborah Ratner-Salzberg 2015-02-17 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