SEC Form 5 · accession 0000899243-18-004100

Forest City Realty Trust, Inc. · FCEA

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

Reporting owner

Abraham Miller

Other

Period of report

Dec 31, 2017

Accepted (ET)

Feb 15, 2018 · 6:12 am 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^F15,F1	Jun 12, 2017	J	173,871	—	A	175,386	D
Class A Common Stock^F15,F4	Jun 12, 2017	J	36,093	—	A	40,285	D
Class A Common Stock^F15,F5	Jun 12, 2017	J	143,512	—	A	161,646	I	See footnote
Class A Common Stock^F15,F6	Jun 12, 2017	J	143,512	—	A	170,646	I	See footnote
Class A Common Stock^F15,F7	Jun 12, 2017	J	154,000	—	A	154,000	D
Class A Common Stock^F15,F8	Jun 12, 2017	J	1,179	—	A	1,179	D
Class A Common Stock^F15,F9	Jun 12, 2017	J	21,878	—	A	21,878	I	See footnote
Class A Common Stock^F15,F10	Jun 12, 2017	J	21,878	—	A	21,878	I	See footnote
Class A Common Stock^F15,F11	Jun 12, 2017	J	55,388	—	A	55,388	I	See footnote
Class A Common Stock^F15,F12	Jun 12, 2017	J	55,389	—	A	55,389	I	See footnote
Class A Common Stock^F15,F13	Jun 12, 2017	J	131,000	—	A	131,000	I	See footnote
Class A Common Stock^F15,F14	Jun 12, 2017	J	131,000	—	A	131,000	I	See footnote
Class A Common Stock^F15,F2	holding	—	—		—	150,000	I	See footnote
Class A Common Stock^F15,F3	holding	—	—		—	37,294	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B Common - Convertible^{F15,F16,F8,F17}	$0.00	Jun 12, 2017	J	900	D	Aug 8, 1988	Aug 8, 1988	Common Stock	900	D
Class B Common - Convertible^{F15,F16,F1,F17}	$0.00	Jun 12, 2017	J	132,726	D	Aug 8, 1988	Aug 8, 1988	Common Stock	132,726	D
Class B Common - Convertible^{F15,F16,F7,F17}	$0.00	Jun 12, 2017	J	117,557	D	Aug 8, 1988	Aug 8, 1988	Common Stock	117,557	D
Class B Common - Convertible^{F15,F16,F4,F17}	$0.00	Jun 12, 2017	J	27,552	D	Aug 8, 1988	Aug 8, 1988	Common Stock	27,552	D
Class B Common - Convertible^{F15,F16,F5,F17}	$0.00	Jun 12, 2017	J	109,551	D	Aug 8, 1988	Aug 8, 1988	Common Stock	109,551	I
Class B Common - Convertible^{F15,F16,F6,F17}	$0.00	Jun 12, 2017	J	109,551	D	Aug 8, 1988	Aug 8, 1988	Common Stock	109,551	I
Class B Common - Convertible^{F15,F16,F9,F17}	$0.00	Jun 12, 2017	J	16,701	D	Aug 8, 1988	Aug 8, 1988	Common Stock	16,701	I
Class B Common - Convertible^{F15,F16,F10,F17}	$0.00	Jun 12, 2017	J	16,701	D	Aug 8, 1988	Aug 8, 1988	Common Stock	16,701	I
Class B Common - Convertible^{F15,F16,F11,F17}	$0.00	Jun 12, 2017	J	42,281	D	Aug 8, 1988	Aug 8, 1988	Common Stock	42,281	I
Class B Common - Convertible^{F15,F16,F12,F17}	$0.00	Jun 12, 2017	J	42,281	D	Aug 8, 1988	Aug 8, 1988	Common Stock	42,282	I
Class B Common - Convertible^{F15,F16,F13,F17}	$0.00	Jun 12, 2017	J	100,000	D	Aug 8, 1988	Aug 8, 1988	Common Stock	100,000	I
Class B Common - Convertible^{F15,F16,F14,F17}	$0.00	Jun 12, 2017	J	100,000	D	Aug 8, 1988	Aug 8, 1988	Common Stock	100,000	I

Explanation of responses

F1Abraham Miller Trust 1986 Trust - U/A DTD 2/17/86 AMD 4/14/08 Abraham Miller TTEE - 132,726 shares of Class B Common Stock were reclassified and exchanged into 173,871 shares of Class A Common Stock. Post-reclassification, as of 6/12/17 trust holds 175,386 shares of Class A Common stock as follows; 137,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.
F10Jacob Miller Revocable Trust - shares held as a limited partner in RMS, Ltd. Abraham Miller disclaims any beneficial ownership interest. 16,701 shares of Class B Common Stock were reclassified and exchanged into 21,878 shares of Class A Common Stock held directly.
F11Abraham Miller 2009 Trust - shares are for the benefit of Max Miller. 42,281 shares of Class B Common Stock were reclassified and exchanged into 55,388 shares of Class A Common Stock held directly.
F12Abraham Miller 2009 Trust - shares are for the benefit of Jacob Miller. 42,282 shares of Class B Common Stock were reclassified and exchanged into 55,389 shares of Class A Common Stock held directly.
F13Abraham Miller 2012 Trust - shares are for the benefit of Max Miller. Abraham Miller disclaims any beneficial ownership interest. 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock held directly.
F14Abraham Miller 2012 Trust - shares are for the benefit of Jake Miller. Abraham Miller disclaims any beneficial interest 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock held directly.
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.
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.
F2Barbara Miller - 2012 Irrev. Trust - Abraham Miller is trustee.
F3Ruth Miller Charitable Lead Trust dated 7/5/1985 - Abraham Miller is Trustee and Beneficiary.
F4Ruth Miller GST Trust - for the benefit of Abraham Miller. 27,552 shares of Class B Common Stock were reclassified and exchanged into 36,093 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 40,285 shares of Class A Common stock held directly by the trust.
F5Mr. Miller is Trustee of Ruth Miller 1989 Shareholder's Trust for the benefit of Max Miller. Abraham Miller disclaims any beneficial ownership interest. 109,551 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.
F6Mr. Miller is Trustee of Ruth Miller 1989 Shareholder's Trust for the benefit of Jacob Miller. Abraham Miller disclaims any beneficial ownership interest. 109,551 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17 trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.
F7Abraham Miller Trust Agreement dated 11/29/1985, limited partner in RMS, Ltd.- Albert Ratner and Charles Ratner are trustees. 132,726 shares of Class B Common Stock were reclassified and exchanged into 143,512 shares of Class A Common Stock. Post-reclassification, as of 6/12/17, trust holds 161,646 shares of Class A Common stock as follows; 50,000 shares are held as a direct limited partner of RMS, Ltd. and the remaining shares are held directly by the trust.
F8General Partner of RMS, Ltd., (limited partnership). 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock, which is held directly.
F9Shares held by Max Miller, Revocable Trust. Abraham Miller disclaims any beneficial ownership interest. 16,701 shares of Class B Common Stock were reclassified and exchanged into 21,878 shares of Class A Common Stock held directly.