SEC Form 4 · accession 0001217464-17-000004

Forest City Realty Trust, Inc. · FCEA

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

Reporting owner

James A Ratner

Director

Period of report

Jun 12, 2017

Accepted (ET)

Sep 14, 2017 · 5:04 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 Stock^F24,F1	Jun 12, 2017	J	1,335,655	—	A	1,600,203	I	See footnote
Class A Common Stock^F24,F4	Jun 12, 2017	J	7,849	—	A	34,089	I	See footnote
Class A Common Stock^F24,F9	Jun 12, 2017	J	7,849	—	A	7,849	I	See footnote
Class A Common Stock^F24,F10	Jun 12, 2017	J	340,907	—	A	340,907	I	See footnote
Class A Common Stock^F24,F11	Jun 12, 2017	J	340,907	—	A	340,907	I	See footnote
Class A Common Stock^F24,F12	Jun 12, 2017	J	50,370	—	A	50,370	I	See footnote
Class A Common Stock^F2	holding	—	—		—	95,694	I	See footnote
Class A Common Stock^F3	holding	—	—		—	180,328	I	See footnote
Class A Common Stock^F5	holding	—	—		—	76,525	I	See footnote
Class A Common Stock^F6	holding	—	—		—	6,770	D
Class A Common Stock^F7	holding	—	—		—	8,954	D
Class A Common Stock^F8	holding	—	—		—	11,452	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 - Convertible^F24,F1	$0.00	Jun 12, 2017	J	1,019,584	D	Aug 8, 1988	Aug 8, 1988	Common Stock	1,019,584	0	I
Class B Common - Convertible^F24,F4	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^F24,F9	$0.00	Jun 12, 2017	J	5,992	D	Aug 8, 1988	Aug 8, 1988	Common Stock	5,992	0	I
Class B Common - Convertible^F24,F10	$0.00	Jun 12, 2017	J	260,235	D	Aug 8, 1988	Aug 8, 1988	Common Stock	260,235	0	I
Class B Common - Convertible^F24,F11	$0.00	Jun 12, 2017	J	260,235	D	Aug 8, 1988	Aug 8, 1988	Common Stock	260,235	0	I
Class B Common - Convertible^F24,F12	$0.00	Jun 12, 2017	J	38,451	D	Aug 8, 1988	Aug 8, 1988	Common Stock	38,451	0	I
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	$18.73	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	28,745	28,745	D
2014 Performance Shares^F20	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	17,796	17,796	D
2015 Performance Shares^F21	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	13,539	13,539	D
2016 Performance Shares^F22	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	17,908	17,908	D
2015 Out Performance Shares^F23,F20	$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. 1,019,584 shares of Class B Common Stock were reclassified and exchanged into 1,335,655 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 1,600,203 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd. and 1,006,903 shares directly.
F10Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 260,235 shares of Class B Common Stock were reclassified and exchanged into 340,907 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.
F11Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 260,235 shares of Class B Common Stock were reclassified and exchanged into 340,907 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.
F12Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). 38,451 shares of Class B Common Stock were reclassified and exchanged into 50,371 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 50,371 shares of Class A Common Stock directly.
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 - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F2Held by spouse at street account with Stifel Nicolaus & Co., Inc.
F20Performance 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.
F21Performance 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.
F22Performance 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.
F23Out 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.
F24Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively.There was no fixed exercise date or expiration date, prior to the reclassification.
F3Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest.
F4Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee). 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,849 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 34,089 shares of Class A Common Stock directly. 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.
F62015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
F72016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
F82017 Restricted Stock Grant - 100% vest on 3/24/2018.
F9Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,849 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.