Forest City Realty Trust (FCE-A) Form 3 Forest City Realty Trust / Ratner 1988 Trust Agreement dated November 26, 1988 Rachel ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rachel Ratner 1988 Trust Agreement dated November 26, 1988

(Last) (First) (Middle)

50 PUBLIC SQUARE, SUITE 1600

(Street)

CLEVELAND OH 44113

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2013

3. Issuer Name and Ticker or Trading Symbol
Forest City Realty Trust, Inc. [ FCEA/FCEB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	183,277(1)	D
Class A Common Stock	6,750	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Stocks are convertible from Class B Common to Class A Common on 1-for-1 basis.

Remarks:

The reporting person is a party of the Ratner, Miller & Shafran Shareholders Agreement, dated 12/20/2013 (the "Agreement"). As a result of the terms of the Agreement and the beneficial ownership of all parties thereto, the reporting person may be deemed to be a member of a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, that owns more than 10% of the outstanding shares of Class B Common Stock of the Issuer.

	/s/ Mark R. Tepsich, Attorney-In-Fact for Rachel Ratner 1988 Trust Agreement date November 26,1988	02/10/2016
	** 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 5 (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).
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