SEC Form 4 · accession 0001217455-18-000010

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

Dec 7, 2018

Accepted (ET)

Dec 7, 2018 · 4:25 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 13, 2018	G	19,018	$0.00	D	29,289	I	See footnote
Class A Common Stock^F18,F1	Dec 7, 2018	D	29,289	—	D	0	I	See footnote
Class A Common Stock^F18,F2	Dec 7, 2018	D	12,537	—	D	0	I	See footnote
Class A Common Stock^F18,F3	Dec 7, 2018	D	12,553	—	D	0	I	See footnote
Class A Common Stock^F18,F4	Dec 7, 2018	D	12,553	—	D	0	I	See footnote
Class A Common Stock^F5	Nov 8, 2018	G	12,063	$0.00	D	243,092	D
Class A Common Stock^F18,F5	Dec 7, 2018	D	243,092	—	D	0	D
Class A Common Stock^F19,F6	Dec 7, 2018	D	7,163	—	D	0	D
Class A Common Stock^F19,F7	Dec 7, 2018	D	10,015	—	D	0	D
Class A Common Stock^F19,F8	Dec 7, 2018	D	14,372	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
2009 Stock Option Grant (right to buy)^F20,F9	$7.80	Dec 7, 2018	D	7,011	D	Apr 21, 2011	Apr 21, 2019	Class A Common	7,011	D
2010 Stock Option Grant (right to buy)^F20,F10	$15.89	Dec 7, 2018	D	26,893	D	Apr 14, 2012	Apr 14, 2020	Class A Common	26,893	D
2011 Stock Option Grant (right to buy)^F20,F11	$17.72	Dec 7, 2018	D	38,547	D	Apr 13, 2013	Apr 13, 2021	Class A Common	38,547	D
2012 Stock Option Grant (right to buy)^F20,F12	$14.74	Dec 7, 2018	D	39,694	D	Apr 11, 2014	Apr 11, 2022	Class A Common	39,694	D
2013 Stock Option Grant (right to buy)^F20,F13	$17.60	Dec 7, 2018	D	33,422	D	Apr 8, 2015	Apr 8, 2023	Class A Common	33,422	D
2014 Stock Option Grant (right to buy)^F20,F14	$18.73	Dec 7, 2018	D	31,620	D	Mar 28, 2016	Mar 28, 2024	Class A Common	31,620	D
2016 Performance Shares^F21,F15	$0.00	Dec 7, 2018	D	21,489	D	Dec 31, 2018	Aug 8, 1988	Class A Common	21,489	D
2017 Performance Shares^F21,F16	$0.00	Dec 7, 2018	D	26,705	D	Dec 31, 2019	Aug 8, 1988	Class A Common	20,029	D
2018 Performance Shares^F21,F17	$0.00	Dec 7, 2018	D	14,372	D	Dec 31, 2020	Aug 8, 1988	Class A Common	21,558	D

Explanation of responses

F1Robert G. O'Brien Trust.
F102010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F112011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F122012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F132013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F142014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F15Performance 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.
F16Performance 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.
F17Performance 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.
F18Pursuant 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.
F19At 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
F2Shares held by Robert L. O'Brien, son - Indirect.
F20At 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.
F21At 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 Kathleen G. O'Brien, daughter - Indirect.
F4Shares held by Sara F. O'Brien, daughter - Indirect.
F5Shares are held by Robert & Ann (wife) O'Brien in a street account.
F62016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
F72017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
F82018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
F92009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.