SEC Form 4 · accession 0001217462-17-000006
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
Apr 8, 2017
Accepted (ET)
Apr 11, 2017 · 4:19 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 StockF4 | Apr 8, 2017 | F | 1,169 | $22.26 | D | 0 | D | |
| Class A Common StockF1 | holding | — | — | — | 621,495 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 33,692 | I | See foot note | |
| Class A Common StockF3 | holding | — | — | — | 432,258 | I | See foot note | |
| Class A Common StockF16 | holding | — | — | — | 25,000 | I | See foot note | |
| Class A Common StockF5 | holding | — | — | — | 4,004 | D | ||
| Class A Common StockF6 | holding | — | — | — | 3,138 | D | ||
| Class A Common StockF7 | holding | — | — | — | 5,480 | D | ||
| Class A Common StockF8 | holding | — | — | — | 7,218 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common - ConvertibleF9,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 900 | D |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 894 | 894 | I |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,000 | 1,000 | I |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 418,773 | 418,773 | I |
| Class B Common - ConvertibleF3,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 100,000 | I |
| Class B Common - ConvertibleF10,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 344,736 | 344,736 | I |
| Class B Common - ConvertibleF11,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 158,984 | 158,984 | I |
| Class B Common - ConvertibleF12,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 63,290 | 63,290 | I |
| Class B Common - ConvertibleF13,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 225,547 | 225,547 | I |
| Class B Common - ConvertibleF14,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 35,238 | 35,238 | I |
| Class B Common - ConvertibleF15,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,580 | 1,580 | I |
| Class B Common - ConvertibleF16,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 85,712 | 85,712 | I |
| 2008 Stock Option Grant (right to buy)F17 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,492 | 9,492 | D |
| 2009 Stock Option Grant (right to buy)F18 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,746 | 4,746 | D |
| 2010 Stock Option Grant (right to buy)F19 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 7,913 | 7,913 | D |
| 2011 Stock Option Grant (right to buy)F20 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,041 | 9,041 | D |
| 2014 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 8,008 | 8,008 | D |
| 2015 Performance SharesF22 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,275 | 6,275 | D |
| 2016 Performance SharesF23 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,306 | 7,306 | D |
| 2017 Performance SharesF24,F25 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 7,218 | 7,218 | D |
| 2015 Out Performance SharesF25 | $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 621,495 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 418,773 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. 4,272 restricted shares vested on 4/08/2017 of those 1,169 shares were returned to the Company to satisfy taxes, the balance of the shares were transferred to this account.
- F10Albert 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.
- F11Albert 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.
- F12Albert 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.
- F13Albert 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.
- F14Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son).
- F15David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
- F16Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
- F172008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F182009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F192010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- 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.
- F202011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F21Performance 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.
- F22Performance 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.
- F23Performance 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.
- F24Performance 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.
- F25Out 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.
- F26Class 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.
- F42013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
- F52014 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.
- F62015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F72016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F82017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F9General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
Remarks
Amended to add weighted sales detail to footnote.