SEC Form 5 · accession 0001217464-16-000006
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Ratner
Officer — Executive Vice President · 10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 5:41 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 | Dec 3, 2015 | G | 22,750 | $0.00 | D | 270,029 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 95,694 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 180,328 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 26,240 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 76,525 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 13,539 | D |
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,F25 | $0.00 | Dec 3, 2015 | G | 16,728 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 484,695 | 467,967 | I |
| Class B Common - ConvertibleF1,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 556,833 | 556,833 | I |
| Class B Common - ConvertibleF1,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 784 | 784 | I |
| Class B Common - ConvertibleF4,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF7,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,992 | 5,992 | I |
| Class B Common - ConvertibleF8,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 260,235 | 260,235 | I |
| Class B Common - ConvertibleF9,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 260,235 | 260,235 | I |
| Class B Common - ConvertibleF10,F25 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 38,451 | 38,451 | I |
| 2006 Stock Option Grant (right to buy)F11 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 6, 2015 | Class A Common | 25,200 | 25,200 | D |
| 2007 Stock Option Grant (right to buy)F12 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 25,200 | 25,200 | D |
| 2008 Stock Option Grant (right to buy)F13 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 17,721 | 17,721 | D |
| 2009 Stock Option Grant (right to buy)F14 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 21,797 | 21,797 | D |
| 2010 Stock Option Grant (right to buy)F15 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 36,635 | 36,635 | D |
| 2011 Stock Option Grant (right to buy)F16 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 24,103 | 24,103 | D |
| 2012 Stock Option Grant (right to buy)F17 | $14.74 | holding | — | — | — | Apr 11, 2014 | Apr 11, 2022 | Class A Common | 32,477 | 32,477 | D |
| 2013 Stock Option Grant (right to buy)F18 | $17.60 | holding | — | — | — | Apr 8, 2015 | Apr 8, 2023 | Class A Common | 30,384 | 30,384 | D |
| 2014 Stock Option Grant (right to buy)F19,F18 | $17.60 | holding | — | — | — | Mar 28, 2016 | Mar 28, 2024 | Class A Common | 28,745 | 28,745 | D |
| 2012 Performance SharesF20,F16 | $0.00 | holding | — | — | — | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 20,352 | 20,352 | D |
| 2013 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2016 | Aug 8, 1988 | Class A Common | 17,940 | 17,940 | D |
| 2014 Performance SharesF22,F21 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 17,796 | 17,796 | D |
| 2015 Performance SharesF23 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 13,539 | 13,539 | D |
| 2015 Out Performance SharesF24 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 20,000 | 20,000 | D |
Explanation of responses
- F1James Ratner Revocable Trust dated 12/04/1981. - trust holds 270,029 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 467,967 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 556,833 shares are held directly by the trust.
- F10Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
- F112006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exercisable on 4/04/2010.
- F122007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
- 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.
- F172012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
- F182013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
- F192014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
- F2Held by spouse at street account with UBS.
- F20Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.
- F21Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
- F22Performance 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.
- F23Performance 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.
- F24Out 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.
- F25Class 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.
- F3Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
- F4Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
- F5Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
- F62015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F7Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
- F8Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
- F9Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.