SEC Form 4 · accession 0001217462-18-000004
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
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 11:17 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 StockF17,F1 | Feb 15, 2018 | M | 2,385 | $0.00 | A | 1,050,823 | I | See footnote |
| Class A Common StockF1 | Feb 15, 2018 | F | 696 | $22.34 | D | 1,050,127 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 644,801 | 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 StockF12 | holding | — | — | — | 46,161 | I | See footnote | |
| Class A Common StockF11 | holding | — | — | — | 295,467 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Performance SharesF17 | $0.00 | Feb 15, 2018 | M | 2,385 | D | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,275 | 0 | D |
| 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 |
| 2016 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,306 | 7,306 | D |
| 2017 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 7,218 | 7,218 | D |
Explanation of responses
- F1Brian Ratner Revocable Trust dated 8/18/1986. The Trust holds 1,050,127 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 685,527 directly. The 2015 Performance Share Award vested 2/15/2018, there were a total of 2,385 shares received, of those 696 shares were returned to the Company for taxes.The total amount of shares has been further adjusted to reflect a difference of 801 shares that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
- 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).The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. Trust holds 295,467 shares of Class A Common Stock as follows: 154,287 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 46,161 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 3/26/2015 - 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.. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.
- F18Performance 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.
- F19Performance 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.
- F2Albert B. Ratner 1989 Grandchildren's Trust. The total amount of shares has been adjusted to reflect a difference of 2 shares that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017. The Trust holds 644,801 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 225,565 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 119, 236 directly fbo Emily. Brian Ratner disclaims any beneficial interest.
- 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.