SEC Form 4 · accession 0001217462-18-000002
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
Jan 31, 2018
Accepted (ET)
Feb 1, 2018 · 11:21 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 StockF1 | Jan 31, 2018 | S | 14,500 | $24.15 | D | 1,047,637 | I | See footnote |
| Class A Common StockF2 | Jan 31, 2018 | S | 22,500 | $24.15 | D | 644,799 | I | See footnote |
| Class A Common StockF3 | holding | — | — | — | 563,258 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 137,282 | 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 | ||
| Class A Common StockF9 | holding | — | — | — | 1,179 | D | ||
| Class A Common StockF10 | holding | — | — | — | 2,069 | I | See footnote | |
| Class A Common StockF11 | holding | — | — | — | 295,466 | I | See footnote | |
| Class A Common StockF12 | holding | — | — | — | 46,161 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/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. On 1/31/2018, the Trust sold 14,500 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The price of $24.15 represents weighted average of sales prices ranging from $24.00 to $24.66 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. . Post-transaction, the Trust holds 1,047,637 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 683,037 directly.
- F10David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). 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). 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). 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. On 1/31/2018, the Trust sold 22,500 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/17. The price of $24.15 represents weighted average of sales prices ranging from $24.00 to $24.66 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transaction, the Trust holds 644,799 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 225,564 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 119, 235 directly fbo Emily. Brian Ratner disclaims any beneficial interest.
- 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.
- F3Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest.
- F4Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). 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.
Remarks
Amended to add weighted sales detail to footnote.