SEC Form 4 · accession 0000921895-18-003260

Forest City Realty Trust, Inc. · FCEA

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

Reporting owner

Gavin Molinelli

Director

Period of report

Dec 7, 2018

Accepted (ET)

Dec 11, 2018 · 5:11 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	D/I	Nature of ownership
Class A Common Stock, $0.01 par value^F1	Dec 7, 2018	D	5,432	—	D	D
Class A Common Stock, $0.01 par value^F3,F2,F4	Dec 7, 2018	D	11,190,967	—	D	I	By Starboard Value and Opportunity Master Fund Ltd
Class A Common Stock, $0.01 par value^F3,F2,F5	Dec 7, 2018	D	1,327,356	—	D	I	By Starboard Value and Opportunity S LLC
Class A Common Stock, $0.01 par value^F3,F2,F6	Dec 7, 2018	D	754,811	—	D	I	By Starboard Value and Opportunity C LP
Class A Common Stock, $0.01 par value^F3,F2,F7	Dec 7, 2018	D	235,454	—	D	I	By Starboard Leaders Romeo LLC
Class A Common Stock, $0.01 par value^F3,F2,F8	Dec 7, 2018	D	1,763,635	—	D	I	By Managed Account of Starboard Value LP

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Pursuant to a Merger Agreement dated July 30, 2018, among the Issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), at the effective time of the Merger, as contemplated in the Merger Agreement (the "Effective Time"), the restricted shares, outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest and less any applicable tax withholdings.
F2The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3Pursuant the Merger Agreement, at the Effective Time, all shares held as of the Effective Time entitled the holder to receive a cash payment of the Merger Consideration without interest.
F4Securities owned directly by Starboard Value and Opportunity Master Fund Ltd.
F5Securities owned directly by Starboard Value and Opportunity S LLC.
F6Securities owned directly by Starboard Value and Opportunity C LP.
F7Securities owned directly by Starboard Leaders Romeo LLC.
F8Securities held in a certain account managed by Starboard Value LP.