Charles A Ratner Form 5 Forest City Realty Trust / CHARLES A RATNER 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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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^*

RATNER CHARLES A

(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. [ FCEA/FCEB ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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	03/12/2015		G	4,000	D	$0	80,590	I	See footnote⁽¹⁾
Class A Common Stock	09/25/2015		G	50,000	D	$0	30,590	I	See footnote⁽¹⁾
Class A Common Stock							4,204	I	See footnote⁽²⁾
Class A Common Stock							506,007	I	See footnote⁽³⁾
Class A Common Stock							337,806	I	See footnote⁽⁴⁾
Class A Common Stock							2,236	I	See footnote⁽⁵⁾
Class A Common Stock							8,198	I	See footnote⁽⁵⁾
Class A Common Stock							18,679	I	See footnote⁽⁵⁾
Class A Common Stock							5,389	I	See footnote⁽⁵⁾
Class A Common Stock							2,948	I	See footnote⁽⁶⁾
Class A Common Stock							98,000	I	See footnote⁽⁷⁾
Class A Common Stock							2,227	I	See footnote⁽⁸⁾

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)
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	56,191		56,191	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽¹⁶⁾	12/03/2015		G		14,745	08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	453,536	$0	438,791	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	5,992		5,992	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	5,992		5,992	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	5,992		5,992	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	5,992		5,992	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	73,080		73,080	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	378,500		378,500	I	See footnote⁽⁸⁾
Class B Common - Convertible	$0⁽¹⁶⁾						08/08/1988⁽¹⁶⁾	08/08/1988⁽¹⁶⁾	Common Stock	900		900	I	See footnote⁽⁹⁾
2006 Stock Option Grant (right to buy)	$46.37						04/04/2008⁽¹⁰⁾	04/06/2015	Class A Common	40,000		40,000	D⁽¹⁰⁾
2007 Stock Option Grant (right to buy)	$65.35						03/29/2009⁽¹¹⁾	03/29/2017	Class A Common	40,000		40,000	D⁽¹¹⁾
2008 Stock Option Grant (right to buy)	$36.38						06/18/2010⁽¹²⁾	06/18/2018	Class A Common	19,691		19,691	D⁽¹²⁾
2009 Stock Option Grant (right to buy)	$7.8						04/21/2011⁽¹³⁾	04/21/2019	Class A Common	24,220		24,220	D⁽¹³⁾
2010 Stock Option Grant (right to buy)	$15.89						04/14/2012⁽¹⁴⁾	04/14/2020	Class A Common	40,289		40,289	D⁽¹⁴⁾
2011 Stock Option Grant (right to buy)	$17.72						04/13/2013⁽¹⁴⁾	04/13/2021	Class A Common	26,782		26,782	D⁽¹⁵⁾

Explanation of Responses:

1. Charles Ratner Revocable Trust dated 7/17/1981.. - trust holds 30,590 Class A Common shares; Class B Common shares - 56,191 shares are held as a direct limited partner of RMS, Ltd; 438,791 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.).

2. Held by spouse in a street account.

3. Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).

4. Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan.

5. Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son)- 2,236 Class A shares and 5,992 Class B shares; Rachel Ratner (daughter) - 8,198 Class A shares and 5,992 Class B shares; Jonathan Ratner (son) - 18,679 Class A shares and 5,992 Class B shares & Adam Ratner (son) - 5,389 Class A shares and 5,992 Class B shares. Charles Ratner is Trustee. All Class B shares (except those held for the benefit of Adam) are held as a limited partnership interest in RMS, Ltd.. Charles Ratner disclaims any beneficial interest.

6. Max Ratner 1988 Grandchildrens Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.

7. Max Ratner 1999 Irrevocable Trust - trust holds both Class A & Class B shares. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.

8. Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son), trust holds both Class A & Class B shares. Class B shares are held as a limited partnership interest in RMS, Ltd. Charles Ratner disclaims any beneficial interest.

9. General Partnership interest in RMS, Ltd. limited partnership.

10. 2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exercisable on 4/04/2010.

11. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

12. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.

13. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.

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

15. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

16. 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.

Remarks:

	Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner	02/16/2016
	** 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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Charles A Ratner Form 5Forest City Realty Trust / CHARLES A RATNER ownership change