SEC Form 4 · accession 0001217455-18-000002

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

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 10:56 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^F17,F9	Feb 15, 2018	M	5,829	$0.00	A	238,086	D
Class A Common Stock^F9	Feb 15, 2018	F	1,820	$22.34	D	236,266	D
Class A Common Stock^F1	holding	—	—		—	48,307	I	See footnote
Class A Common Stock^F2	holding	—	—		—	11,345	D
Class A Common Stock^F3	holding	—	—		—	16,301	D
Class A Common Stock^F4	holding	—	—		—	10,745	D
Class A Common Stock^F6	holding	—	—		—	12,537	I	See footnote
Class A Common Stock^F7	holding	—	—		—	12,553	I	See footnote
Class A Common Stock^F8	holding	—	—		—	12,553	I	See footnote
Class A Common Stock^F5	holding	—	—		—	13,353	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2015 Performance Shares^F17	$0.00	Feb 15, 2018	M	5,829	D	Dec 31, 2017	Aug 8, 1988	Class A Common	15,339	0	D
2008 Stock Option Grant (right to buy)^F10	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	28,059	28,059	D
2009 Stock Option Grant (right to buy)^F11	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	7,011	7,011	D
2010 Stock Option Grant (right to buy)^F12	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	26,893	26,893	D
2011 Stock Option Grant (right to buy)^F13	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	38,547	38,547	D
2012 Stock Option Grant (right to buy)^F14	$14.74	holding	—	—	—	Apr 11, 2014	Apr 11, 2022	Class A Common	39,694	39,694	D
2013 Stock Option Grant (right to buy)^F15	$17.60	holding	—	—	—	Apr 8, 2015	Apr 8, 2023	Class A Common	33,422	33,422	D
2014 Stock Option Grant (right to buy)^F16	$18.73	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	31,620	31,620	D
2016 Performance Shares^F18	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	21,489	21,489	D
2017 Performance Shares^F19	$0.00	holding	—	—	—	Dec 31, 2019	Aug 8, 1988	Class A Common	20,029	20,029	D

Explanation of responses

F1Robert G. O'Brien Trust - account with Schwab.
F102008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F112009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F122010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F132011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F142012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F152013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F162014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F17Performance 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.
F18Performance 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.
F19Performance 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.
F22014 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.
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 Robert L. O'Brien, son - Indirect
F7Shares held by Kathleen G. O'Brien, daughter - Indirect
F8Shares held by Sara F. O'Brien, daughter - Indirect
F9Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 5,829 shares received, of those 1,820 shares were returned to the Company for taxes.

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.