SEC Form 4 · accession 0001217462-16-000006

Forest City Realty Trust, Inc. · FCEA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian J Ratner

Officer — Executive Vice President · Director · 10% Owner

Period of report

Feb 17, 2016

Accepted (ET)

Mar 2, 2016 · 6:11 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^F22,F1	Feb 17, 2016	M	12,348	$0.00	A	627,192	I	See footnote
Class A Common Stock^F1	Feb 17, 2016	F	3,378	$17.91	D	623,814	I	See footnote
Class A Common Stock^F2	holding	—	—		—	33,692	I	See foot note
Class A Common Stock^F3	holding	—	—		—	432,258	I	See foot note
Class A Common Stock^F15	holding	—	—		—	25,000	I	See foot note
Class A Common Stock^F4	holding	—	—		—	4,953	D
Class A Common Stock^F5	holding	—	—		—	6,408	D
Class A Common Stock^F6	holding	—	—		—	8,008	D
Class A Common Stock^F7	holding	—	—		—	6,275	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2012 Performance Shares^F22	$0.00	Feb 17, 2016	M	12,348	D	Dec 31, 2015	Aug 8, 1988	Class A Common	9,905	0	D
Class B Common - Convertible^F8,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	900	900	D
Class B Common - Convertible^F1,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	894	894	I
Class B Common - Convertible^F1,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	1,000	1,000	I
Class B Common - Convertible^F1,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	419,573	419,573	I
Class B Common - Convertible^F3,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	100,000	100,000	I
Class B Common - Convertible^F9,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	344,736	344,736	I
Class B Common - Convertible^F10,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	158,984	158,984	I
Class B Common - Convertible^F11,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	63,290	63,290	I
Class B Common - Convertible^F12,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	225,547	225,547	I
Class B Common - Convertible^F13,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	35,238	35,238	I
Class B Common - Convertible^F14,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	1,580	1,580	I
Class B Common - Convertible^F15,F27	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	85,712	85,712	I
2006 Stock Option Grant (right to buy)^F16	$46.37	holding	—	—	—	Apr 4, 2008	Apr 4, 2016	Class A Common	15,000	15,000	D
2007 Stock Option Grant (right to buy)^F17	$65.35	holding	—	—	—	Mar 29, 2009	Mar 29, 2017	Class A Common	15,000	15,000	D
2008 Stock Option Grant (right to buy)^F18	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	9,492	9,492	D
2009 Stock Option Grant (right to buy)^F19	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	4,746	4,746	D
2010 Stock Option Grant (right to buy)^F20	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	7,913	7,913	D
2011 Stock Option Grant (right to buy)^F21	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	9,041	9,041	D
2013 Performance Shares^F23	$0.00	holding	—	—	—	Dec 31, 2016	Aug 8, 1988	Class A Common	8,093	8,093	D
2014 Performance Shares^F24	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	8,008	8,008	D
2015 Performance Shares^F25	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	6,275	6,275	D
2015 Out Performance Shares^F26	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	14,000	14,000	D

Explanation of responses

F1Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 614,844 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 419,573 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 1,000 shares are held directly by the trust. The 2012 Performance Share Award vested 2/17/2016, there were a total of 12,348 shares received, of those 3,378 shares were returned to the Company for taxes.
F10Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
F11Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
F12Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust.
F13Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son).
F14David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
F15Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
F162006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
F172007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
F182008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F192009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F2Albert B. Ratner 1989 Grand Childrens Trust - 7,096 shares for the benefit of David (son), and 26,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust.
F202010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F212011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F22Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. Shares vested and were approved by the Company's Compensation Committee on 2/17/2016, at 124.67% of the target shares resulting from the actual performance during the performance period.
F23Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
F24Performance 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.
F25Performance 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.
F26Out Performance Shares Award - granted 3/27/2015 - 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 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.
F27Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock is convertible at any time - there is no fixed exercise date or expiration date.
F3Albert B. Ratner 1986 Remainder Interest Trust - 216,129 Class A shares & 50,000 Class B shares for the benefit of David (son), and 216,129 Class A shares & 50,000 Class B shares for the benefit of Emily (daughter). Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest.
F42012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
F52013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
F62014 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.
F72015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
F8General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
F9Albert Ratner 1989 Grandchildren Trust - 172,547 shares for the benefit of David (son), and 172,189 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust.

Remarks

Amended to add weighted sales detail to footnote.