SEC Form 4 · accession 0001217462-18-000010
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
Mar 28, 2018
Accepted (ET)
Mar 29, 2018 · 2:07 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 StockF5 | Mar 28, 2018 | F | 975 | $20.21 | D | 0 | D | |
| Class A Common StockF1 | holding | — | — | — | 1,058,275 | 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 StockF6 | holding | — | — | — | 3,653 | D | ||
| Class A Common StockF7 | holding | — | — | — | 5,414 | D | ||
| Class A Common StockF8 | holding | — | — | — | 7,543 | D | ||
| Class A Common StockF9 | holding | — | — | — | 1,179 | D | ||
| Class A Common StockF10 | holding | — | — | — | 2,069 | I | See footnote | |
| Class A Common StockF11 | holding | — | — | — | 295,467 | 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 |
| 2016 Performance SharesF17 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,306 | 7,306 | D |
| 2017 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 7,218 | 7,218 | D |
| 2018 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2020 | Aug 8, 1988 | Class A Common | 7,543 | 7,543 | D |
Explanation of responses
- F1Brian Ratner Revocable Trust dated 8/18/1986. The Trust holds 1,058,275 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 693,675 directly. 4,004 shares vested on 3/28/2018, of which 975 shares were returned to the Company to cover taxes and balance of the shares were transferred to this account.
- 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 295,467 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 3/23/2016 - 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.
- F18Performance 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.
- F19Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date.
- F2Albert B. Ratner 1989 Grandchildren's Trust. 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.
- F62016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F72017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F82018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
- F9General Partnership interest in RMS, Ltd Partnership.