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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/16/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 01/16/2018 | S(1) | 51,533 | D | $23.66(1) | 1,255,059 | I | See footnote(1) | ||
| Class A Common Stock | 01/17/2018 | S(1) | 2,634 | D | $23.5(1) | 1,252,425 | I | See footnote(1) | ||
| Class A Common Stock | 95,694 | I | See footnote(2) | |||||||
| Class A Common Stock | 01/16/2018 | S(3) | 15,857 | D | $23.66(3) | 68,165 | I | See footnote(3) | ||
| Class A Common Stock | 01/17/2018 | S(3) | 810 | D | $23.5(3) | 67,355 | I | See footnote(3) | ||
| Class A Common Stock | 34,089 | I | See footnote(4) | |||||||
| Class A Common Stock | 76,525 | I | See footnote(5) | |||||||
| Class A Common Stock | 6,770 | D(6) | ||||||||
| Class A Common Stock | 8,954 | D(7) | ||||||||
| Class A Common Stock | 11,452 | D(8) | ||||||||
| Class A Common Stock | 7,849 | I | See footnote(9) | |||||||
| Class A Common Stock | 340,907 | I | See footnote(10) | |||||||
| Class A Common Stock | 340,907 | I | See footnote(11) | |||||||
| Class A Common Stock | 50,370 | I | See footnote(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 | ||||||||
| 2008 Stock Option Grant (right to buy) | $36.38 | 06/18/2010(13) | 06/18/2018 | Class A Common | 17,721 | 17,721 | D(13) | ||||||||
| 2009 Stock Option Grant (right to buy) | $7.8 | 04/21/2011(14) | 04/21/2019 | Class A Common | 21,797 | 21,797 | D(14) | ||||||||
| 2010 Stock Option Grant (right to buy) | $15.89 | 04/14/2012(15) | 04/14/2020 | Class A Common | 36,635 | 36,635 | D(15) | ||||||||
| 2011 Stock Option Grant (right to buy) | $17.72 | 04/13/2013(16) | 04/13/2021 | Class A Common | 24,103 | 24,103 | D(16) | ||||||||
| 2012 Stock Option Grant (right to buy) | $14.74 | 04/11/2014(17) | 04/11/2022 | Class A Common | 32,477 | 32,477 | D(17) | ||||||||
| 2013 Stock Option Grant (right to buy) | $17.6 | 04/08/2015(18) | 04/08/2023 | Class A Common | 30,384 | 30,384 | D(18) | ||||||||
| 2014 Stock Option Grant (right to buy) | $18.73 | 03/28/2016(19) | 03/28/2024 | Class A Common | 28,745 | 28,745 | D(19) | ||||||||
| 2014 Performance Shares | $0 | 12/31/2017 | 08/08/1988(20) | Class A Common | 17,796 | 17,796 | D(20) | ||||||||
| 2015 Performance Shares | $0 | 12/31/2017 | 08/08/1988(21) | Class A Common | 13,539 | 13,539 | D(21) | ||||||||
| 2016 Performance Shares | $0 | 12/31/2018 | 08/08/1988(22) | Class A Common | 17,908 | 17,908 | D(22) | ||||||||
| 2015 Out Performance Shares | $0 | 12/31/2017 | 08/08/1988(20) | Class A Common | 20,000 | 20,000 | D(23) | ||||||||
| Explanation of Responses: |
| 1. James Ratner Revocable Trust dated 12/04/1981. On 1/16/2018 and 1/17/2018, the Trust sold 51,533 shares and 2,634 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $23.66 and $23.50 represent weighted average of sales prices ranging from $23.50 to $23.84 per share and from $23.50 to $23.51 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 1,252,425 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 659,125 shares directly. |
| 2. Held by spouse at street account with Stifel Nicolaus & Co., Inc. |
| 3. Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 1/16/2018 and 1/17/2018, the Trust sold 15,857 shares and 810 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $23.66 and $23.50 represent weighted average of sales prices ranging from $23.50 to $23.84 per share and from $23.50 to $23.51 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 67,355 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. |
| 4. Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).Trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. |
| 5. Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. |
| 6. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. |
| 7. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019. |
| 8. 2017 Restricted Stock Grant - 100% vest on 3/24/2018. |
| 9. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. |
| 10. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. |
| 11. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly. |
| 12. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly. |
| 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. 2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016. |
| 18. 2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017. |
| 19. 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. |
| 20. 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. |
| 21. 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. |
| 22. 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. |
| 23. 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: |
| J. Matthew Shady, Attorney-In-Fact For James A. Ratner | 01/18/2018 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||