SEC Form 5 · accession 0001217463-17-000001
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles A Ratner
10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 13, 2017 · 5:20 pm 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 | holding | — | — | — | 30,590 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 510,211 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 337,806 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 2,236 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 8,198 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 18,679 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 5,389 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 2,948 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 98,000 | I | See footnote | |
| Class A Common StockF7 | holding | — | — | — | 2,227 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common - ConvertibleF1,F14 | $0.00 | Dec 7, 2016 | G | 11,900 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 438,791 | 426,891 | I |
| Class B Common - ConvertibleF1,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 56,191 | 56,191 | I |
| Class B Common - ConvertibleF4,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF4,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF4,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF4,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF6,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 73,080 | 73,080 | I |
| Class B Common - ConvertibleF7,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 378,500 | 378,500 | I |
| Class B Common - ConvertibleF8,F14 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 900 | I |
| 2007 Stock Option Grant (right to buy)F9 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 40,000 | 40,000 | D |
| 2008 Stock Option Grant (right to buy)F10 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 19,691 | 19,691 | D |
| 2009 Stock Option Grant (right to buy)F11 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 24,220 | 24,220 | D |
| 2010 Stock Option Grant (right to buy)F12 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 40,289 | 40,289 | D |
| 2011 Stock Option Grant (right to buy)F13,F12 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 26,782 | 26,782 | D |
Explanation of responses
- F1Charles Ratner Revocable Trust dated 7/17/1981.. - trust holds 30,590 Class A Common shares; Class B Common shares - 56,191 shares are held as a direct limited partner of RMS, Ltd; 426,891 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.).
- F102008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F112009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F122010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F132011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F14Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date.
- F2Illana Horowitz Ratner Trust - dated 12/29/92 (spouse). Shares from street account were moved to the trust.
- F3Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan.
- F4Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son)- 2,236 Class A shares and 5,992 Class B shares; Rachel Ratner (daughter) - 8,198 Class A shares and 5,992 Class B shares; Jonathan Ratner (son) - 18,679 Class A shares and 5,992 Class B shares & Adam Ratner (son) - 5,389 Class A shares and 5,992 Class B shares. Charles Ratner is Trustee. All Class B shares (except those held for the benefit of Adam) are held as a limited partnership interest in RMS, Ltd.. Charles Ratner disclaims any beneficial interest.
- F5Max Ratner 1988 Grandchildrens Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
- F6Max Ratner 1999 Irrevocable Trust - trust holds both Class A & Class B shares. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.
- F7Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son), trust holds both Class A & Class B shares. Class B shares are held as a limited partnership interest in RMS, Ltd. Charles Ratner disclaims any beneficial interest.
- F8General Partnership interest in RMS, Ltd. limited partnership.
- F92007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.