SEC Form 4 · accession 0001217454-18-000008

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

Dec 7, 2018

Accepted (ET)

Dec 7, 2018 · 4:18 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^F1	Nov 1, 2018	G	63,687	$0.00	D	205,618	I	See footnote
Class A Common Stock^F23,F1	Dec 7, 2018	D	205,618	—	D	0	I	See footnote
Class A Common Stock^F23,F2	Dec 7, 2018	D	33,565	—	D	0	I	See footnote
Class A Common Stock^F23,F3	Dec 7, 2018	D	4,867	—	D	0	I	See footnote
Class A Common Stock^F23,F4	Dec 7, 2018	D	4,867	—	D	0	I	See footnote
Class A Common Stock^F23,F5	Dec 7, 2018	D	4,867	—	D	0	I	See footnote
Class A Common Stock^F6	Nov 2, 2018	J	16,660	$0.00	D	0	D
Class A Common Stock^F23,F7	Dec 7, 2018	D	1,880	—	D	0	D
Class A Common Stock^F23,F8	Dec 7, 2018	D	6,971	—	D	0	I	See footnote
Class A Common Stock^F9	Nov 1, 2018	G	2,400	$0.00	D	1,673	D
Class A Common Stock^F23,F9	Dec 7, 2018	D	1,673	—	D	0	D
Class A Common Stock^F10	Oct 30, 2018	J	237,796	$0.00	D	0	D
Class A Common Stock^F23,F11	Dec 7, 2018	D	34,671	—	D	0	I	401k Plan
Class A Common Stock^F24,F12	Dec 7, 2018	D	16,789	—	D	0	D
Class A Common Stock^F24,F13	Dec 7, 2018	D	24,157	—	D	0	D
Class A Common Stock^F24,F14	Dec 7, 2018	D	34,780	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
2010 Stock Option Grant (right to buy)^F25,F15	$15.89	Dec 7, 2018	D	16,638	D	Apr 14, 2012	Apr 14, 2020	Class A Common	16,638	D
2011 Stock Option Grant (right to buy)^F25,F16	$17.72	Dec 7, 2018	D	64,277	D	Apr 13, 2013	Apr 13, 2021	Class A Common	64,277	D
2012 Stock Option Grant (right to buy)^F25,F17	$14.74	Dec 7, 2018	D	77,945	D	Apr 11, 2014	Apr 11, 2022	Class A Common	77,945	D
2013 Stock Option Grant (right to buy)^F25,F18	$17.60	Dec 7, 2018	D	65,630	D	Apr 8, 2015	Apr 8, 2023	Class A Common	65,630	D
2014 Stock Option Grant (right to buy)^F25,F19	$18.73	Dec 7, 2018	D	62,090	D	Mar 28, 2016	Mar 28, 2024	Class A Common	62,090	D
2016 Performance Shares^F26,F20	$0.00	Dec 7, 2018	D	50,367	D	Dec 31, 2018	Aug 8, 1988	Class A Common	50,367	D
2017 Performance Shares^F26,F21	$0.00	Dec 7, 2018	D	64,417	D	Dec 31, 2019	Aug 8, 1988	Class A Common	48,313	D
2018 Performance Shares^F26,F22	$0.00	Dec 7, 2018	D	34,780	D	Dec 31, 2020	Aug 8, 1988	Class A Common	52,170	D

Explanation of responses

F1David J. LaRue Trust. Trust holdings have also been updated to reflect the transfers in of 16,660 shares (reflected on line #7) and 237, 796 shares (reflected on line #12) on 11/2/18 and 10/30/18, respectively.
F10Shares are held by transfer agent in a direct registration account.
F11FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings.
F122016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
F132017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
F142018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
F152010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. Table II has been revised to remove a duplicative line titled '2010 Stock Option Grant', reflecting 25,993 shares that was inadvertently included on filer's Form 4s filed on 2/15/18, 3/20/18, and 3/23/18 respectively, following the dispositions reported on filer's Form 4 dated 9/14/17 and 9/15/17, respectively .
F162011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F172012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F182013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F192014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F2David LaRue Family Trust.
F20Performance 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.
F21Performance 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.
F22Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date.
F23Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.
F24At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time, automatically vested and entitled the holder to the right to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
F25At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.
F26At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.
F3Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect.
F4Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect.
F5Shares held by Tessa LaRue, daughter.
F6Shares are held in street account.
F7Shares held by David LaRue - Roth IRA.
F8Shares are held by Cindy LaRue (spouse) in street account.
F9Shares are held by David LaRue & Cindy LaRue Trust account.