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) 12/07/2018 | ||||||||||||||||||||||||||
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 | 11/01/2018 | G | V | 305,400 | D | $0 | 971,661 | I | See footnote(1) | |
Class A Common Stock | 12/07/2018 | D(19) | 971,661 | D | (19) | 0 | I | See footnote(1) | ||
Class A Common Stock | 12/07/2018 | D(19) | 95,694 | D | (19) | 0 | I | See footnote(2) | ||
Class A Common Stock | 11/01/2018 | G | V | 20,000 | D | $0 | 47,355 | I | See footnote(3) | |
Class A Common Stock | 12/07/2018 | D(19) | 47,355 | D | (19) | 0 | I | See footnote(3) | ||
Class A Common Stock | 12/07/2018 | D(19) | 34,090 | D | (19) | 0 | I | See footnote(4) | ||
Class A Common Stock | 12/07/2018 | D(19) | 76,525 | D | (19) | 0 | I | See footnote(5) | ||
Class A Common Stock | 12/07/2018 | D(19) | 7,850 | D | (19) | 0 | I | See footnote(6) | ||
Class A Common Stock | 12/07/2018 | D(19) | 340,908 | D | (19) | 0 | I | See footnote(7) | ||
Class A Common Stock | 12/07/2018 | D(19) | 340,908 | D | (19) | 0 | I | See footnote(8) | ||
Class A Common Stock | 12/07/2018 | D(19) | 50,371 | D | (19) | 0 | I | See footnote(9) | ||
Class A Common Stock | 12/07/2018 | D(20) | 5,969 | D | (20) | 0 | D(10) | |||
Class A Common Stock | 12/07/2018 | D(20) | 5,432 | D | (20) | 0 | D(11) |
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 | ||||||||
2009 Stock Option Grant (right to buy) | $7.8 | 12/07/2018 | D(21) | 21,797 | 04/21/2011(12) | 04/21/2019 | Class A Common | 21,797 | (21) | 0 | D(12) | ||||
2010 Stock Option Grant (right to buy) | $15.89 | 12/07/2018 | D(21) | 36,635 | 04/14/2012(13) | 04/14/2020 | Class A Common | 36,635 | (21) | 0 | D(13) | ||||
2011 Stock Option Grant (right to buy) | $17.72 | 12/07/2018 | D(21) | 24,103 | 04/13/2013(14) | 04/13/2021 | Class A Common | 24,103 | (21) | 0 | D(14) | ||||
2012 Stock Option Grant (right to buy) | $14.74 | 12/07/2018 | D(21) | 32,477 | 04/11/2014(15) | 04/11/2022 | Class A Common | 32,477 | (21) | 0 | D(21) | ||||
2013 Stock Option Grant (right to buy) | $17.6 | 12/07/2018 | D(21) | 30,384 | 04/08/2015(16) | 04/08/2023 | Class A Common | 30,384 | (21) | 0 | D(16) | ||||
2014 Stock Option Grant (right to buy) | $18.73 | 12/07/2018 | D(21) | 28,745 | 03/28/2016(17) | 03/28/2024 | Class A Common | 28,745 | (21) | 0 | D(17) | ||||
2016 Performance Shares | $0 | 12/07/2018 | D(22) | 5,969(22) | 12/31/2018 | 08/08/1988 | Class A Common | 17,908 | (22) | 0 | D(18)(22) |
Explanation of Responses: |
1. James Ratner Revocable Trust dated 12/04/1981. The Trust holds 971,661 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd.; and 378,361 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). The Trust holds 47,355 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 34,090 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. Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 7,850 shares of Class A Common Stock directly. |
7. Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,908 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,908 directly. |
8. Max Ratner Family 1999 Irrevocable Trust for the benefit of Daniel Ratner (son) (James Ratner is Trustee). Trust holds 340, 908 shares of Class A Common Stock as follows: 300, 000 as a direct, limited partner of RMS, Ltd. and 40, 908 directly. |
9. Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50, 371 shares of Class A Common Stock directly. |
10. 2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vested on 3/23/2018; and 50% vest on 3/23/2019. |
11. 2018 Restricted Stock Grant pursuant to Forest City Realty Trust, Inc. 1994 Stock Plan - 100% vest on 6/20/2019. |
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 - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018. |
18. 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. |
19. Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest. |
20. At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings. |
21. At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings. |
22. At the Effective Time of the Merger, a pro-rated amount of 1/3, based on holder's service as an executive during 1/3 of the performance period, at 100% of target of the Performance Share Award granted in 2016, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. The target amounts awarded was based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors. |
Remarks: |
J. Matthew Shady, Attorney-In-Fact For James A. Ratner | 12/07/2018 | |
** 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. |