Forest City Realty Trust (FCE-A) Form 4 Forest City Realty Trust / DEBORAH L HARMON 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^*

HARMON DEBORAH L

(Last) (First) (Middle)

5425 WISCONSIN AVENUE, SUITE 802

(Street)

CHEVY CHASE MD 20815

(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. Date of Earliest Transaction (Month/Day/Year)
05/17/2017

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								400	D(1)
Class A Common Stock								23,572	D(2)

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)	$37.68							04/07/2009(3)	04/07/2018	Class A Common	5,319		5,319	D(3)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2012(4)	04/13/2021	Class A Common	4,463		4,463	D(4)
2012 Stock Option Grant (right to buy)	$14.74							04/11/2013(5)	04/11/2022	Class A Common	7,216		7,216	D(5)
2014 Stock Option Grant (right to buy)	$18.73							03/28/2015(6)	03/28/2024	Class A Common	4,743		4,743	D(6)
2016 Stock Option Grant (right to buy)	$20.94							03/23/2017(7)	03/23/2026	Class A Common	12,510		12,510	D(7)
2017 Stock Option Grant (right to buy)	$21.83							03/24/2018(8)	03/24/2027	Class A Common	26,112		26,112	D(8)
Phantom Stock Dividend Equivalent Rights	$0(9)	05/17/2017		A		370.159		08/08/1988(10)	08/08/1988(11)	Class A Common	4,619.761	$21.95	4,989.92(9)	D(9)

Explanation of Responses:

1. Shares are held in street account.

2. Shares are held in Direct Registration Account. 2,984 restricted shares vested on 03/23/2017 and were transferred to this account.

3. 2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 34.33 exercisable 4/07/2011.

4. 2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.

5. 2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.

6. 2014 Stock Option Grant - 100% exercisable 3/28/2015.

7. 2016 Stock Option Grant - 100% exercisable 3/23/2017.

8. 2017 Stock Option Grant - 100% exercisable 3/24/2018.

9. Phantom Stock - 1-for-1 - Deferred compensation plan contributions. Plan requires participants to make a annual defined election. Ms Harmon is currently contributing $8,125 on a quarterly basis from director fees paid after each quarterly meeting. Additional shares due to reinvestment of dividend.

10. Exercisable at retirement, termination, death or disability.

11. No present expiration date.

Remarks:

	J. Matthew Shady, Attorney-In-Fact for Deborah L. Harmon	05/18/2017
	** Signature of Reporting Person	Date
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