Ratnersalzberg Deborah Form 4 Forest City Realty Trust / DEBORAH RATNERSALZBERG ownership change

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^*

RATNERSALZBERG DEBORAH

(Last) (First) (Middle)

301 WATER ST SE SUITE 201

(Street)

WASHINGTON DC 20003

(City) (State) (Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2017

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 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	12/26/2017		S(1)		1,809	D	$24(1)	1,434,588	I	See footnote(1)
Class A Common Stock								52,026	I	See footnote(2)
Class A Common Stock	12/26/2017		S(3)		2,376	D	$24(3)	376,617	I	See footnote(3)
Class A Common Stock								563,256	I	See footnote(4)
Class A Common Stock								198,604	I	See footnote(5)
Class A Common Stock								83,845	I	See footnote(6)
Class A Common Stock								682,642	I	See footnote(7)
Class A Common Stock								3,315	D(8)
Class A Common Stock								2,876	D(9)
Class A Common Stock								5,252	D(10)
Class A Common Stock								6,918	D(11)
Class A Common Stock								1,179	D(12)
Class A Common Stock								6,602	I	See footnote(13)

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(14)	06/18/2018	Class A Common	9,599		9,599(14)	D
2009 Stock Option Grant (right to buy)	$7.8							04/21/2011(14)	04/21/2019	Class A Common	4,800		4,800	D(14)
2010 Stock Option Grant (right to buy)	$15.89							04/14/2012(14)	04/14/2020	Class A Common	8,002		8,002	D(14)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2013(14)	04/13/2021	Class A Common	9,146		9,146	D(14)
2014 Performance Shares	$0							12/31/2017	08/08/1988(15)	Class A Common	6,629		6,629	D(15)
2015 Performance Shares	$0							12/31/2017	08/08/1988(16)	Class A Common	5,752		5,752	D(16)
2016 Performance Shares	$0							12/31/2018	08/08/1988(17)	Class A Common	7,002		7,002	D(17)
2017 Performance Shares	$0							12/31/2019	08/08/1988(18)	Class A Common	6,918		6,918	D(18)
2015 Out Performance Shares	$0							12/31/2017	08/08/1988(19)	Class A Common	14,000		14,000	D(19)

Explanation of Responses:

1. U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. On 12/26/2017, the Trust sold 1,809 of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017, at price of $24.00 per share. Post-transaction, the Trust holds 1,434,588 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,069,988 directly.

2. Michael Salzberg (spouse) shares held directly in street accounts. Michael holds 56,026 shares of Class A Common Stock directly.

3. Albert B. Ratner 1989 Grandchildren's Trust. On 12/26/2017, the Trust sold 2,376 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017, at price of $24.00 per share. Post-transaction, the Trust holds 376,617 shares of Class A Common Stock as follows:131,459 shares directly fbo Anna Salzberg (daughter); and 245,158 shares directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest.

4. Albert Ratner Remainder Interest Trust. Trust holds 563,256 shares of Class A Common Stock as follows: 281,628 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,628 shares directly for the benefit of Eric (son); and 125,000 as a limited partnership interest within RMS, Ltd. for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.

5. Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Trust holds 198,604 shares of Class A Common Stock directly.

6. Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,845 shares of Class A Common Stock directly.

7. Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). Trust holds, 682,642 shares of Class A Common Stock as follows: 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Anna Salzberg (daughter); 194,625 shares directly for the benefit of Anna; 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Eric Salzberg (son); 188,017 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.

8. 2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.

9. 2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.

10. 2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.

11. 2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.

12. General Partnership interest in RMS, Ltd., an Ohio limited partnership.

13. Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds 6,602 shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest.

14. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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 Deborah Ratner-Salzberg	12/27/2017
	** Signature of Reporting Person	Date
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