Robert G. O'Brien Form 5 Forest City Realty Trust / ROBERT G OBRIEN ownership change

SEC Form 5

FORM 5

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

ANNUAL 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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OMB Number:			3235-0362
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hours per response:			1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

OBRIEN ROBERT G

(Last)

(First)

(Middle)

50 PUBLIC SQUARE, SUITE 1100

(Street)

CLEVELAND

44113

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/14/2016		G	4,230	D	$0	71,581	I	See footnote⁽¹⁾
Class A Common Stock							24,148	D⁽²⁾
Class A Common Stock							17,018	D⁽³⁾
Class A Common Stock							24,451	D⁽⁴⁾
Class A Common Stock							14,326	D⁽⁵⁾
Class A Common Stock	01/14/2016		G	1,410	A	$0	12,537	I	See footnote⁽⁶⁾
Class A Common Stock	01/14/2016		G	1,410	A	$0	12,553	I	See footnote⁽⁷⁾
Class A Common Stock	01/14/2016		G	1,410	A	$0	12,553	I	See footnote⁽⁸⁾
Class A Common Stock							209,036	D⁽⁹⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2007 Stock Option Grant (right to buy)	$65.35						03/29/2009⁽¹⁰⁾	03/29/2017	Class A Common	25,200		25,200	D⁽¹⁰⁾
2008 Stock Option Grant (right to buy)	$36.38						06/18/2010⁽¹¹⁾	06/18/2018	Class A Common	28,059		28,059	D⁽¹¹⁾
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011⁽¹²⁾	04/21/2019	Class A Common	7,011		7,011	D⁽¹²⁾
2010 Stock Option Grant (right to buy)	$15.89						04/14/2012⁽¹³⁾	04/14/2020	Class A Common	26,893		26,893	D⁽¹³⁾
2011 Stock Option Grant (right to buy)	$17.72						04/13/2013⁽¹³⁾	04/13/2021	Class A Common	38,547		38,547	D⁽¹⁴⁾
2012 Stock Option Grant (right to buy)	$14.74						04/11/2014⁽¹⁵⁾	04/11/2022	Class A Common	39,694		39,694	D⁽¹⁵⁾
2013 Stock Option Grant (right to buy)	$17.6						04/08/2015⁽¹⁶⁾	04/08/2023	Class A Common	33,422		33,422	D⁽¹⁶⁾
2014 Stock Option Grant (right to buy)	$18.73						03/28/2016⁽¹⁷⁾	03/28/2024	Class A Common	31,620		31,620	D⁽¹⁷⁾
2013 Performance Shares	$0						12/31/2016	08/08/1988⁽¹⁸⁾	Class A Common	19,734		19,734	D⁽¹⁸⁾
2014 Performance Shares	$0						12/31/2017	08/08/1988⁽¹⁹⁾	Class A Common	19,576		19,576	D⁽¹⁹⁾
2015 Performance Shares	$0						12/31/2017	08/08/1988⁽²⁰⁾	Class A Common	15,339		15,339	D⁽²⁰⁾
2016 Performance Shares	$0						12/31/2018	08/08/1988⁽²¹⁾	Class A Common	21,489		21,489	D⁽²¹⁾
2015 Out Performance Shares	$0						12/31/2017	08/08/1988⁽²²⁾	Class A Common	40,000		40,000	D⁽²²⁾

Explanation of Responses:

1. Robert G. O'Brien Trust - account with Schwab

2. 2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.

3. 2014 Restricted Stock Grant - 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.

4. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

5. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.

6. Shares held by Robert L. O'Brien, son - Indirect

7. Shares held by Kathleen G. O'Brien, daughter - Indirect

8. Shares held by Sara F. O'Brien, daughter - Indirect

9. Shares are held by Robert & Ann (wife) O'Brien in a street account.

10. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

11. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

12. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

13. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.

14. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

15. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.

16. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.

17. 2014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.

18. 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.

19. 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.

20. 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.

21. Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 $20.94 per share. There is no fixed expiration date.

22. 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.

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Robert G. O'Brien	02/13/2017
	** 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).
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Robert G. O'Brien Form 5Forest City Realty Trust / ROBERT G OBRIEN ownership change