Forest City Realty Trust (FCE-A) Form 4 Forest City Realty Trust / MICHAEL P ESPOSITO JR 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^*

ESPOSITO MICHAEL P JR

(Last) (First) (Middle)

1221 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10020-1001

(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)
06/24/2016

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	06/24/2016	06/29/2016(1)	A(1)	V	7.572	A	$22.6	2,859.2803	D(1)
Class A Common Stock								113,220	D(2)
Class A Common Stock								11,400	I	See footnote(3)
Class A Common Stock								1,100	I	See footnote(4)
Class A Common Stock								5,969	D(5)

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
2007 Stock Option Grant (right to buy)	$65.35							03/29/2009(6)	03/29/2017	Class A Common	10,800		10,800	D(6)
2008 Stock Option Grant (right to buy)	$37.68							04/07/2009(6)	04/07/2018	Class A Common	10,637		10,637	D(7)
2009 Stock Option Grant (right to buy)	$7.8							04/21/2010(8)	04/21/2019	Class A Common	10,966		10,966	D
2010 Stock Option Grant (right to buy)	$15.89							04/14/2011(9)	04/14/2020	Class A Common	8,007		8,007	D(9)
2011 Stock Option Grant (right to buy)	$17.72							04/13/2012(10)	04/13/2021	Class A Common	8,927		8,927	D(10)
2012 Stock Option Grant (right to buy)	$14.74							04/11/2013(11)	04/11/2022	Class A Common	10,825		10,825	D(11)

Explanation of Responses:

1. Held in a Dividend Reinvestment Account (DRIP). Acquisition of shares due to dividend paid on 6/24/2016. Deemed acquistion date is 6/29/2016, since that was the date the transfer agent (Wells Fargo) processed and paid the DRIP dividends. This is a voluntary reporting of a small acquistion.

2. Shares held direct in street account. 4,467 restricted shares vested on 3/26/2016 and were transferred to this account. 1,894 restricted shares vested on 4/08/2016 and were transferred to this account.

3. Ellen L. Esposito Trust, dated 11/05/2012 - for the benefit of spouse.

4. Shares are held by Sag Pond Partners - Mr. Esposito retains sole investment control.

5. 2016 Restricted Stock Grant - 100% vest on 3/23/2017.

6. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.

7. 2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 33.33% exercisable 4/07/2011.

8. 2009 Stock Option Grant - 33.33% exercisable 4/21/2010; 33.33% exercisable 4/21/2011; and 33.33% exercisable 4/21/2012.

9. 2010 Stock Option Grant - 33.33% exercisable 4/14/2011; 33.33% exercisable 4/14/2012; and 33.33% exercisable 4/14/2013.

10. 2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.

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

Remarks:

	Geralyn M. Presti, Attorney-In-Fact for Michael P. Esposito, Jr.	07/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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