Forest City Realty Trust Form 4 / 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

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)
06/12/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	1,025,292	A	⁽²⁰⁾	1,536,674	I	See footnote⁽¹⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	235	A	⁽²⁰⁾	52,026	I	See footnote⁽²⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	322,898	A	⁽²⁰⁾	485,791	I	See footnote⁽³⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	131,000	A	$0⁽²⁰⁾	563,256	I	See footnote⁽⁴⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	194,928	A	⁽²⁰⁾	198,604	I	See footnote⁽⁵⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	76,493	A	⁽²⁰⁾	83,845	I	See footnote⁽⁶⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	675,290	A	⁽²⁰⁾	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	06/12/2017		J⁽²⁰⁾	V	1,179	A	⁽²⁰⁾	1,179	D⁽¹²⁾
Class A Common Stock	06/12/2017		J⁽²⁰⁾	V	6,602	A	⁽²⁰⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		782,666	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	782,666	⁽²⁰⁾	0	I	See footnote⁽¹⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		180	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	180	⁽²⁰⁾	0	I	See footnote⁽²⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		100,000	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	100,000	⁽²⁰⁾	0	I	See footnote⁽⁴⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		148,800	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	148,800	⁽²⁰⁾	0	I	See footnote⁽⁵⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		58,392	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	58,392	⁽²⁰⁾	0	I	See footnote⁽⁶⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		515,489	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	515,489	⁽²⁰⁾	0	I	See footnote⁽⁷⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		900	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	900	⁽²⁰⁾	0	D⁽¹²⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		5,040	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	5,040	⁽²⁰⁾	0	I	See footnote⁽¹³⁾
Class B Common - Convertible	$0⁽²⁰⁾	06/12/2017		J⁽²⁰⁾	V		246,488	08/08/1988⁽²⁰⁾	08/08/1988⁽²⁰⁾	Common Stock	246,488	⁽²⁰⁾	0	I	See footnote⁽³⁾
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. 782,666 shares of Class B Common Stock were reclassified and exchanged into 1,025,292 shares of Class A Common Stock. Post-reclassification, trust holds 1,536,674 shares of Class A Common stock as follows: 364,600 shares are held as a direct limited partner of RMS, Ltd.; and the remaining shares are held directly by the trust.

2. Michael Salzberg (spouse) shares held directly in street accounts. 180 shares of Class B Common Stock were reclassified and exchanged into 235 shares of Class A Common Stock. Post-reclassification, Miachel holds 56,026 shares of Class A Common Stock directly.

3. Albert B. Ratner 1989 Grandchildren's Trust. 246,488 shares of Class B Common Stock were reclassified and exchanged into 322,898 shares of Class A Common Stock. Post-reclassification, trust holds 485,791 shares of Class A Common stock as follows: 299,745 shares are held directly for the benefit of Eric (son) and 186,046 shares are held directly for the benefit of Anna (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.

4. Albert Ratner Remainder Interest Trust. 100,000 shares of Class B Common stock were reclassified and exchanged into 131,000 shares of Class A Common Stock. Post-reclassification, 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). 148,800 shares of Class B Common Stock were reclassified and exchanged into 194,928 shares of Class A Common Stock. Post-reclassification, 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). 58,392 shares of Class B Common Stock were reclassified and exchanged into 76,493 shares of Class A Common Stock. Post-reclassification trust holds 83,845 shares of Class A Common Stock directly.

7. Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). 515,489 Class B shares were reclassified and exchanged into 675,290 shares of Class A Common Stock. Post reclassification 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. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock which are now held directly.

13. Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. 5,040 shares of Class B Common Stock were reclassified and exchanged into 6,602 shares of Class A Common Stock. Post-reclassification, 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.

20. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively. There was no fixed exercise date or expiration date for the Class B Common Stock prior to the reclassification.

Remarks:

	J. Matthew Shady, Attorney-In-Fact for Deborah Ratner-Salzberg	09/14/2017
	** Signature of Reporting Person	Date
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Forest City Realty Trust (FCE-A) Inactive Form 4Forest City Realty Trust / DEBORAH RATNERSALZBERG ownership change