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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Forest City Realty Trust, Inc. [ FCEA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/18/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/18/2017 | S(1) | 7,874 | D | $24.43(1) | 1,068,763 | I | See footnote(1) | ||
Class A Common Stock | 12/19/2017 | S(1) | 4,963 | D | $24.1(1) | 1,063,800 | I | See footnote(1) | ||
Class A Common Stock | 12/20/2017 | S(1) | 132 | D | $24.03(1) | 1,063,668 | I | See footnote(1) | ||
Class A Common Stock | 12/18/2017 | S(2) | 12,218 | D | $24.43(2) | 677,581 | I | See footnote(2) | ||
Class A Common Stock | 12/19/2017 | S(2) | 7,700 | D | $24.1(2) | 669,881 | I | See footnote(2) | ||
Class A Common Stock | 12/20/2017 | S(2) | 206 | D | $24.03(2) | 669,675 | I | See footnote(2) | ||
Class A Common Stock | 563,258 | I(3) | See footnote(3) | |||||||
Class A Common Stock | 137,282 | I | See footnote(4) | |||||||
Class A Common Stock | 4,004 | D(5) | ||||||||
Class A Common Stock | 3,138 | D(6) | ||||||||
Class A Common Stock | 5,480 | D(7) | ||||||||
Class A Common Stock | 7,218 | D(8) | ||||||||
Class A Common Stock | 1,179 | D(9) | ||||||||
Class A Common Stock | 2,069 | I(10) | See footnote(10) | |||||||
Class A Common Stock | 295,466 | I(11) | See footnote(11) | |||||||
Class A Common Stock | 46,161 | I(12) | See footnote(12) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
2008 Stock Option Grant (right to buy) | $36.38 | 06/18/2010(13) | 06/18/2018 | Class A Common | 9,492 | 9,492 | D(13) | ||||||||
2009 Stock Option Grant (right to buy) | $7.8 | 04/21/2011(14) | 04/21/2019 | Class A Common | 4,746 | 4,746 | D(14) | ||||||||
2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(15) | 04/14/2020 | Class A Common | 7,913 | 7,913 | D(15) | ||||||||
2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(16) | 04/13/2021 | Class A Common | 9,041 | 9,041 | D(16) | ||||||||
2014 Performance Shares | $0 | 12/31/2017 | 08/08/1988(17) | Class A Common | 8,008 | 8,008 | D(17) | ||||||||
2015 Performance Shares | $0 | 12/31/2017 | 08/08/1988(18) | Class A Common | 6,275 | 6,275 | D(18) | ||||||||
2016 Performance Shares | $0 | 12/31/2018 | 08/08/1988(19) | Class A Common | 7,306 | 7,306 | D(19) | ||||||||
2017 Performance Shares | $0 | 12/31/2019 | 08/08/1988(20) | Class A Common | 7,218 | 7,218 | D(20) | ||||||||
2015 Out Performance Shares | $0 | 12/31/2017 | 08/08/1988(21) | Class A Common | 14,000 | 14,000 | D(21) |
Explanation of Responses: |
1. Brian Ratner Revocable Trust dated 8/18/1986. On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 7,874 shares, 4,963 shares and 132 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.43, $24.10 and $24.03 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 per share, and from $24.00 to $24.07 per share, respectively. 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. Post-transactions, the Trust holds 1,063, 668 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 699,068 directly. |
2. Albert B. Ratner 1989 Grandchildren's Trust. On 12/18/17, 12/19/17 and 12/20/17, the Trust sold 12,218 shares, 7,700 shares and 206 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/17.The prices of $25.43, $24.10 and $24.03 represent weighted average of sales prices ranging from $24.33 to $24.65 per share, from $24.03 to $24.28 per share, and from $24.00 to $24.07, respectively. Full information on 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. Post-transactions, the Trust holds 669,675 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 238, 002 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 131, 673directly fbo Emily. Brian Ratner disclaims any beneficial interest. |
3. Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest. |
4. Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). Trust holds 137,282 shares of Class A Common Stock directly. |
5. 2014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018. |
6. 2015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018. |
7. 2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. |
8. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020. |
9. General Partnership interest in RMS, Ltd Partnership. |
10. David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. |
11. Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest. |
12. Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest. |
13. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. |
14. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. |
15. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. |
16. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015. |
17. 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. |
18. 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. |
19. 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. |
20. Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date. |
21. Out Performance Shares Award - granted 3/27/2015 - 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 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: |
Amended to add weighted sales detail to footnote. |
J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner | 12/20/2017 | |
** 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). | ||
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