SEC Form 4 · accession 0001217462-17-000007
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
Period of report
Jun 12, 2017
Accepted (ET)
Sep 14, 2017 · 8:19 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 StockF22,F1 | Jun 12, 2017 | J | 551,073 | — | A | 1,172,568 | I | See footnote |
| Class A Common StockF22,F2 | Jun 12, 2017 | J | 742,781 | — | A | 776,473 | I | See footnote |
| Class A Common StockF22,F3 | Jun 12, 2017 | J | 131,000 | — | A | 563,258 | I | See footnote |
| Class A Common StockF22,F4 | Jun 12, 2017 | J | 112,282 | — | A | 137,282 | I | See footnote |
| Class A Common StockF22,F9 | Jun 12, 2017 | J | 1,179 | — | A | 1,179 | D | |
| Class A Common StockF22,F10 | Jun 12, 2017 | J | 2,069 | — | A | 2,069 | I | See footnote |
| Class A Common StockF22,F11 | Jun 12, 2017 | J | 295,466 | — | A | 295,466 | I | See footnote |
| Class A Common StockF22,F12 | Jun 12, 2017 | J | 46,161 | — | A | 46,161 | I | See footnote |
| 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 - ConvertibleF22,F9 | $0.00 | Jun 12, 2017 | J | 900 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 0 | D |
| Class B Common - ConvertibleF22,F1 | $0.00 | Jun 12, 2017 | J | 420,667 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 420,667 | 0 | I |
| Class B Common - ConvertibleF22,F3 | $0.00 | Jun 12, 2017 | J | 100,000 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 0 | I |
| Class B Common - ConvertibleF22,F2 | $0.00 | Jun 12, 2017 | J | 567,010 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 567,010 | 0 | I |
| Class B Common - ConvertibleF22,F11 | $0.00 | Jun 12, 2017 | J | 225,547 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 225,547 | 0 | I |
| Class B Common - ConvertibleF22,F12 | $0.00 | Jun 12, 2017 | J | 35,238 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 35,238 | 0 | I |
| Class B Common - ConvertibleF22,F10 | $0.00 | Jun 12, 2017 | J | 1,580 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,580 | 0 | I |
| Class B Common - ConvertibleF22,F4 | $0.00 | Jun 12, 2017 | J | 85,712 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 85,712 | 0 | I |
| 2008 Stock Option Grant (right to buy)F13 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,492 | 9,492 | D |
| 2009 Stock Option Grant (right to buy)F14 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,746 | 4,746 | D |
| 2010 Stock Option Grant (right to buy)F15 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 7,913 | 7,913 | D |
| 2011 Stock Option Grant (right to buy)F16 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,041 | 9,041 | D |
| 2014 Performance SharesF17 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 8,008 | 8,008 | D |
| 2015 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,275 | 6,275 | D |
| 2016 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,306 | 7,306 | D |
| 2017 Performance SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 7,218 | 7,218 | D |
| 2015 Out Performance SharesF21 | $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. - 420,667 shares of Class B Common Stock were reclassified and exchanged into 551,073 shares of Class A Common Stock. Post-reclassification, trust holds 1,172,568 shares of Class A Common Stock as follows: 364,400 post-reclassification Class A shares held as a direct limited partner of RMS, Ltd.; and 807,968 directly.
- F10David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). 1,580 shares of Class B Common Stock were reclassified and exchanged into 2,069 shares of Class A Common Stock. Post-reclassification, trust holds 2,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
- F11Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). 225,547 shares of Class B Common Stock were reclassified and exchanged into 295,466 shares of Class A Common Stock. Post-reclassification, trust holds 295,466 shares of Class A Common Stock as follows: 154,286 shares directly for the benefit of Emily Ratner (Daughter); 141,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest.
- F12Albert Ratner 1986 Grandchildren's Trust fbo David (son). 35,238 shares of Class B Common Stock were reclassified and exchanged into 46,162 shares of Class A Common Stock. Post-reclassification, trust holds 46,162 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
- F132008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F142009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F152010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F162011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F17Performance 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.
- F18Performance 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.
- F19Performance 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.
- F2Albert B. Ratner 1989 Grandchildren's Trust (Brian Ratner serves as Trustee). 331,531 shares of Class B Common Stock were reclassified and exchanged into 434,305 shares of Class A Common Stock for the benefit of David Ratner (son). Post-reclassification, trust holds 441,401 shares of Class A Common Stock for the benefit of David Ratner as follows: 150,000 shares as a direct limited partner of RMS, Ltd.; and 291,401 directly. 235,479 shares of Class B Common Stock were reclassified and exchanged into 308,476 shares of Class A Common Stock for the benefit of Emily Ratner (daughter). Post-reclassification, trust holds 335,072 shares of Class A Common Stock for the benefit of Emily Ratner as follows: 150,000 shares as a direct limited partner of RMS, Ltd.; and 185,072 directly.
- F20Performance 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.
- F21Out 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.
- F22Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively. There is no fixed exercise date or expiration date.
- F3Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). 100,000 shares of Class B Common Stock were reclassified and exchanged into 131,000 shares of Class A Common Stock. Post-reclassification, trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David (son); and 281,629 shares for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest.
- F4Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). 85,712 shares of Class B Common Stock were reclassified and exchanged into 112,282 shares of Class A Common Stock. Post-reclassification, trust holds 137,282 shares of Class A Common Stock directly.
- F52014 Restricted Stock Grant - 0% vested on 3/28/2015; 25% vested on 3/28/2016; 25% vested on 3/28/2017; and 50% vest on 3/28/2018.
- F62015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018.
- F72016 Restricted Stock Grant - 25% vested 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. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock on 6/12/2017.
Remarks
Amended to add weighted sales detail to footnote.