David J Larue Form 4 Forest City Realty Trust / DAVID J LARUE 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^*

LARUE DAVID J

(Last) (First) (Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND OH 44113

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2016

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								14,327.233	I	See footnote(1)
Class A Common Stock								33,150.747	I	See footnote(2)
Class A Common Stock								32,900	D(3)
Class A Common Stock								4,736.109	I	See footnote(4)
Class A Common Stock								4,736.109	I	See footnote(5)
Class A Common Stock								4,736.109	I	See footnote(6)
Class A Common Stock	03/21/2016		M		7,019	A	$7.8	23,679	D(7)
Class A Common Stock	03/21/2016		M		9,142	A	$15.89	32,821	D(7)
Class A Common Stock	03/21/2016		F(27)		9,425	D	$21.22	23,396	D(7)
Class A Common Stock								1,813.829	D(8)
Class A Common Stock								6,726.282	I	See footnote(9)
Class A Common Stock								3,929.963	D(10)
Class A Common Stock								189,083	D(11)
Class A Common Stock								31,502.245	I	401k Plan(12)

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							08/08/1988(26)	08/08/1988(26)	Common Stock	1,435.4697		1,435.4697	I	401k Plan(12)
2006 Stock Option Grant (right to buy)	$46.37							04/04/2008(13)	04/04/2016	Class A Common	25,200		25,200	D(13)
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009(14)	03/29/2017	Class A Common	25,200		25,200	D(14)
2008 Stock Option Grant (right to buy)	$36.38							06/18/2010(15)	06/18/2018	Class A Common	28,059		28,059	D(15)
2009 Stock Option Grant (right to buy)	$7.8	03/21/2016		M			7,019	04/21/2011(16)	04/21/2019	Class A Common	14,030	$0	7,011	D(16)
2010 Stock Option Grant (right to buy)	$15.89	03/21/2016		M			9,142	04/14/2012(17)	04/14/2020	Class A Common	36,035	$0	26,893	D(17)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013(18)	04/13/2021	Class A Common	64,277		64,277	D(18)
2012 Stock Option Grant (right to buy)	$14.74							04/11/2014(19)	04/11/2022	Class A Common	77,945		77,945	D(19)
2013 Stock Option Grant (right to buy)	$17.6							04/08/2015(20)	04/08/2023	Class A Common	65,630		65,630	D(20)
2014 Stock Option Grant (right to buy)	$18.73							03/28/2016(21)	03/28/2024	Class A Common	62,090		62,090	D(21)
2013 Performance Shares	$0							12/31/2016	08/08/1988(22)	Class A Common	38,751		38,751	D(22)
2014 Performance Shares	$0							12/31/2017	08/08/1988(23)	Class A Common	38,441		38,441	D(23)
2015 Performance Shares	$0							12/31/2017	08/08/1988(24)	Class A Common	32,900		32,900	D(24)
2015 Out Performance Shares	$0							12/31/2017	08/08/1988(25)	Class A Common	50,000		50,000	D(25)

Explanation of Responses:

1. David J. LaRue Trust.

2. David LaRue Family Trust

3. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

4. Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

5. Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect

6. Shares held by Tessa LaRue, daughter,

7. Shares are held in street account.

8. Shares held by David LaRue - Roth IRA

9. Shares are held by Cindy LaRue (spouse) in street account.

10. Shares are held by David LaRue & Cindy LaRue Trust account.

11. Shares are held by transfer agent in a direct registration account.

12. FCE's 401k Plan account, shares are held indirect.

13. 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.

14. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

15. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

16. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

17. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

18. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

19. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

20. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

21. 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.

22. 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.

23. 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.

24. Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 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 $24.62 per share. There is no fixed expiration date.

25. Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date.

26. Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.

27. 9,425 shares from the option exercise are being retained by the Company for payment of the excersie of options by attestation.. The amount of "attested" shares (9,425) are still legally OWNED BY Mr. LaRue, in accordance with the process of attestation.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for David J. LaRue	03/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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