Joan K Shafran Form 4 Forest City Realty Trust / JOAN K SHAFRAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAFRAN JOAN K

(Last) (First) (Middle)

26 LANDSDOWNE ST.

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA/FCEB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								77,285	I	See footnote(1)
Class A Common Stock	03/10/2016		J(2)	V	40,000	D	$0	47,775	I	See footnote(2)
Class A Common Stock	03/10/2016		J(2)	V	15,000	D	$0	32,775	I	See footnote(2)
Class A Common Stock								37,156	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common - Convertible	$0(7)							08/08/1988(8)	08/08/1988(8)	Common Stock	900		900	I	See footnote(4)
Class B Common - Convertible	$0(7)							08/08/1988(8)	08/08/1988(8)	Common Stock	1,354,751		1,354,751	I	See footnote(5)
Class B Common - Convertible	$0(7)							08/08/1988(8)	08/08/1988(8)	Common Stock	13,500		13,500	I	See foot note(6)

Explanation of Responses:

1. Joan Shafran, Trustee - held in street account with Barclays.

2. Held Indirect by The Berimore Company, Joan Shafran is a general partner along with siblings, Joseph Shafran and Paula Krulak. Transaction was a partnership distribution to a non-section 16 reporting partner. Joan Shafran received no economic benefit. No money was tendered.

3. Joan Shfaran GRIT dated 8/01/2007. Joan Shafran recieves income from the shares but has no beneficial interest; Joan Shafran serves as a Trustee for the trust.

4. Held Indirect - General Partner of RMS, Ltd.

5. Held Indirect - by The Berimore Company as a limited partner of RMS, Ltd. Joan Shafran is a general partner of The Berimore Company along with siblings, Joseph Shafran and Paula Krulak.

6. Held Indirect - Powell Partners.

7. Stocks are convertible from Class B Common to Class A Common on a 1-for-1 basis.

8. Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.

Remarks:

	/s/ Geralyn M. Presti, Attorney-In-Fact for Joan K. Shafran	03/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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