SEC Form 5 · accession 0000899243-18-004083

Forest City Realty Trust, Inc. · FCEA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Charles A Ratner

Director · Other

Period of report

Dec 31, 2017

Accepted (ET)

Feb 14, 2018 · 9:58 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001647509

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F16,F1	Mar 3, 2017	G	30,590	$0.00	D	632,837	D
Class A Common Stock^F15,F16,F1	Jun 12, 2017	J	632,837	—	A	632,837	D
Class A Common Stock^{F15,F16,F4,F5}	Jun 12, 2017	J	7,850	—	A	10,086	I	See footnote
Class A Common Stock^{F15,F16,F4,F5}	Jun 12, 2017	J	7,850	—	A	16,048	I	See footnote
Class A Common Stock^{F15,F16,F4,F5}	Jun 12, 2017	J	7,850	—	A	26,529	I	See footnote
Class A Common Stock^{F15,F16,F4,F5}	Jun 12, 2017	J	7,850	—	A	13,239	I	See footnote
Class A Common Stock^F15,F16,F7	Jun 12, 2017	J	95,735	—	A	193,735	I	See footnote
Class A Common Stock^F15,F16,F8	Jun 12, 2017	J	495,835	—	A	498,062	I	See footnote
Class A Common Stock^F15,F9	Jun 12, 2017	J	1,179	—	A	1,179	D
Class A Common Stock^F2	holding	—	—		—	510,211	I	See footnote
Class A Common Stock^F3	holding	—	—		—	337,806	I	See footnote
Class A Common Stock^F6	holding	—	—		—	2,948	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common - Convertible^{F15,F16,F1,F17}	$0.00	Jun 12, 2017	J	56,191	D	Aug 8, 1988	Aug 8, 1988	Common Stock	56,191	0	I
Class B Common - Convertible^{F15,F16,F1,F17}	$0.00	Jun 12, 2017	J	426,891	D	Aug 8, 1988	Aug 8, 1988	Common Stock	426,891	0	I
Class B Common - Convertible^{F15,F16,F4,F5,F17}	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^{F15,F16,F4,F5,F17}	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^{F15,F16,F4,F5,F17}	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^{F15,F16,F4,F5,F17}	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^{F15,F16,F7,F17}	$0.00	Jun 12, 2017	J	73,080	D	Aug 8, 1988	Aug 8, 1988	Common Stock	73,080	0	I
Class B Common - Convertible^{F15,F16,F8,F17}	$0.00	Jun 12, 2017	J	378,500	D	Aug 8, 1988	Aug 8, 1988	Common Stock	378,500	0	I
Class B Common - Convertible^{F15,F16,F9,F17}	$0.00	Jun 12, 2017	J	900	D	Aug 8, 1988	Aug 8, 1988	Common Stock	900	0	I
2007 Stock Option Grant (right to buy)^F10	$65.35	holding	—	—	—	Mar 29, 2009	Mar 29, 2017	Class A Common	40,000	40,000	D
2008 Stock Option Grant (right to buy)^F11	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	19,691	19,691	D
2009 Stock Option Grant (right to buy)^F12	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	24,220	24,220	D
2010 Stock Option Grant (right to buy)^F13	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	40,289	40,289	D
2011 Stock Option Grant (right to buy)^F14,F13	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	26,782	26,782	D

Explanation of responses

F1Charles Ratner Revocable Trust dated 7/17/1981. - 483,082 shares of Class B Common stock were reclassified and exchanged into 632,837 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 426,400 shares as a direct limited partner of RMS, Ltd.; and the remaining shares are held directly by the trust.
F102007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
F112008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F122009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F132010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F142011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F15Pursuant 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 is also exempt under Rule 16b-3(d) and (e), respectively.
F16Reported as of 6/12/2017, the date the Reporting Person ceased to be subject to Section 16.
F17Class B Common Stock was convertible to Class A Common Stock on a share-for-share basis, stock was convertible at any time - there was no fixed exercise date or expiration date.
F2Illana Horowitz Ratner Trust - dated 12/29/92 (spouse). Shares from street account were moved to the trust.
F3Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan.
F4Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son)- 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 10,086 shares of Class A Common Stock directly and; Rachel Ratner (daughter) - 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 16,048 shares of Class A Common Stock directly. Jonathan Ratner (son) - 5,992 Class B shares were reclassified and exchanged into 7,850 Class A shares. Post-reclassification, as of 6/12/17, trust holds 26,529 shares of Class A Common Stock directly.
F5(continued from Footnote 4) Adam Ratner (son) - 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,850 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 13,239 shares of Class A Common Stock directly. Charles Ratner is Trustee. Charles Ratner disclaims any beneficial interest.
F6Max Ratner 1988 Grandchildren's Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
F7Max Ratner 1999 Irrevocable Trust - 73,080 shares of Class B Common Stock were reclassified and exchanged into 95,735 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, the trust holds 193,735 shares of Class A Common Stock Directly. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.
F8Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). 378,500 shares of Class B Stock were reclassified and exchanged into 495,835 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 328,000 shares are held as a direct limited partner of RMS, Ltd. and 170,062 shares of Class A Common Stock held directly. Charles Ratner disclaims any beneficial interest.
F9General Partnership interest in RMS, Ltd. limited partnership. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, 1,179 shares of Class A Common Stock are held directly.

Remarks

Former Director and former 10% group member