SEC Form 4 · accession 0001217454-17-000004
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J Larue
Officer — CEO & President · Director
Period of report
Jun 12, 2017
Accepted (ET)
Sep 18, 2017 · 4:08 pm EDT
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 StockF27,F14,F26 | Jun 12, 2017 | J | 1,880 | — | A | 34,006 | I | 401k Plan |
| Class A Common StockF1,F26 | holding | — | — | — | 14,560 | I | See footnote | |
| Class A Common StockF2,F26 | holding | — | — | — | 33,565 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 16,450 | D | ||
| Class A Common StockF4 | holding | — | — | — | 25,184 | D | ||
| Class A Common StockF5 | holding | — | — | — | 32,209 | D | ||
| Class A Common StockF6,F26 | holding | — | — | — | 4,813 | I | See footnote | |
| Class A Common StockF7,F26 | holding | — | — | — | 4,813 | I | See footnote | |
| Class A Common StockF8,F26 | holding | — | — | — | 4,813 | I | See footnote | |
| Class A Common StockF9 | holding | — | — | — | 16,660 | D | ||
| Class A Common StockF10,F26 | holding | — | — | — | 1,843 | D | ||
| Class A Common StockF11,F26 | holding | — | — | — | 6,835 | I | See footnote | |
| Class A Common StockF12,F26 | holding | — | — | — | 3,994 | D | ||
| Class A Common StockF13 | holding | — | — | — | 211,102 | D |
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 - ConvertibleF27,F14 | $0.00 | Jun 12, 2017 | J | 1,435 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,435 | 0 | I |
| 2008 Stock Option Grant (right to buy)F15 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 28,059 | 28,059 | D |
| 2010 Stock Option Grant (right to buy)F16 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 26,893 | 26,893 | D |
| 2011 Stock Option Grant (right to buy)F17 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 64,277 | 64,277 | D |
| 2012 Stock Option Grant (right to buy)F18 | $14.74 | holding | — | — | — | Apr 11, 2014 | Apr 11, 2022 | Class A Common | 77,945 | 77,945 | D |
| 2013 Stock Option Grant (right to buy)F19 | $17.60 | holding | — | — | — | Apr 8, 2015 | Apr 8, 2023 | Class A Common | 65,630 | 65,630 | D |
| 2014 Stock Option Grant (right to buy)F20 | $18.73 | holding | — | — | — | Mar 28, 2016 | Mar 28, 2024 | Class A Common | 62,090 | 62,090 | D |
| 2014 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 38,441 | 38,441 | D |
| 2015 Performance SharesF22 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 32,900 | 32,900 | D |
| 2016 Performance SharesF23 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 50,367 | 50,367 | D |
| 2017 Performance SharesF24 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 48,313 | 48,313 | D |
| 2015 Out Performance SharesF25 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 50,000 | 50,000 | D |
Explanation of responses
- F1David J. LaRue Trust.
- F10Shares held by David LaRue - Roth IRA
- F11Shares are held by Cindy LaRue (spouse) in street account.
- F12Shares are held by David LaRue & Cindy LaRue Trust account.
- F13Shares are held by transfer agent in a direct registration account.
- F14FCE's 401k Plan account, shares are held indirect.
- F152008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F162010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F172011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F182012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
- F192013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
- F2David LaRue Family Trust
- F202014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
- F21Performance 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.
- F22Performance 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.
- F23Performance 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.
- F24Performance 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.
- F25Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee 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.
- F26Accounts with automatic dividend reinvestment have been updated to reflect current balances.
- F27Pursuant 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 and cash in lieu of fractional shares. Acquisition and dispositions in the reclassification are also exempt under Rule 16b-3(d) and (e), respectively. There was no fixed exercise date or expiration date prior to the reclassification.
- F32015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F42016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F52017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F6Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
- F7Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
- F8Shares held by Tessa LaRue, daughter,
- F9Shares are held in street account.
Remarks
Accounts with automatic dividend reinvestment have been updated to reflect current balances.