SEC Form 4 · accession 0001217455-17-000005
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G. O'Brien
Officer — Exec VP & CFO
Period of report
Mar 24, 2017
Accepted (ET)
Mar 28, 2017 · 5:31 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 StockF6 | Mar 24, 2017 | A | 13,353 | $0.00 | A | 13,353 | D | |
| Class A Common StockF1 | holding | — | — | — | 71,581 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 24,148 | D | ||
| Class A Common StockF3 | holding | — | — | — | 17,018 | D | ||
| Class A Common StockF4 | holding | — | — | — | 16,301 | D | ||
| Class A Common StockF5 | holding | — | — | — | 10,745 | D | ||
| Class A Common StockF7 | holding | — | — | — | 12,537 | I | See footnote | |
| Class A Common StockF8 | holding | — | — | — | 12,553 | I | See footnote | |
| Class A Common StockF9 | holding | — | — | — | 12,553 | I | See footnote | |
| Class A Common StockF10 | holding | — | — | — | 216,736 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Performance SharesF21 | $0.00 | Mar 24, 2017 | A | 20,029 | A | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 20,029 | 20,029 | D |
| 2008 Stock Option Grant (right to buy)F11 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 28,059 | 28,059 | D |
| 2009 Stock Option Grant (right to buy)F12 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 7,011 | 7,011 | D |
| 2010 Stock Option Grant (right to buy)F13 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 26,893 | 26,893 | D |
| 2011 Stock Option Grant (right to buy)F14 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 38,547 | 38,547 | D |
| 2012 Stock Option Grant (right to buy)F15 | $14.74 | holding | — | — | — | Apr 11, 2014 | Apr 11, 2022 | Class A Common | 39,694 | 39,694 | D |
| 2013 Stock Option Grant (right to buy)F16 | $17.60 | holding | — | — | — | Apr 8, 2015 | Apr 8, 2023 | Class A Common | 33,422 | 33,422 | D |
| 2014 Stock Option Grant (right to buy)F17 | $18.73 | holding | — | — | — | Mar 28, 2016 | Mar 28, 2024 | Class A Common | 31,620 | 31,620 | D |
| 2014 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 19,576 | 19,576 | D |
| 2015 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 15,339 | 15,339 | D |
| 2016 Performance SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 21,489 | 21,489 | D |
| 2015 Out Performance SharesF22 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 40,000 | 40,000 | D |
Explanation of responses
- F1Robert G. O'Brien Trust - account with Schwab .
- F10Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. 3,581 restricted shares vested on 3/23/2017, of those 1,195 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 8,150 restricted shares vested on 3/26/2017, of those 2,836 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account.
- 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.
- F152012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
- F162013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
- F172014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
- F18Performance 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.
- F19Performance 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.
- F22013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
- 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.
- F22Out 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.
- F32014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
- F42015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F52016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F62017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F7Shares held by Robert L. O'Brien, son - Indirect
- F8Shares held by Kathleen G. O'Brien, daughter - Indirect
- F9Shares held by Sara F. O'Brien, daughter - Indirect
Remarks
Original filing erroneously did not show the vested shares moving to the street account; the filing was amended to correct total number of unvested shares and the correct number of shares held in the street account. Footnotes to the original filing explaining the vestings and account movements were correct.