SEC Form 4 · accession 0001217462-18-000012

Forest City Realty Trust, Inc. · FCEA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Brian Ratner Revocable Trust dated 8/18/1986. The Trust holds 938,275 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 573,675 directly.
• F102017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
• F112018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
• F122009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
• F132010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
• F142011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
• F15Performance 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.
• F16Performance 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.
• F17Performance 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.
• F18Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.
• F19At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
• 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.
• F20At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.
• F21At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.
• 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 117,282 shares of Class A Common Stock directly.
• F5General Partnership interest in RMS, Ltd Partnership.
• F6David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holdings updated to reflect the transfer of 85,000 shares, as reported on line 10 below. Post-transaction and subsequent gift, Trust holds 67,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
• F7Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 210,467 shares of Class A Common Stock as follows: 154,287 shares directly for the benefit of Emily Ratner (Daughter); 56,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest.
• F8Albert 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.
• F92016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.