SEC Form 4 · accession 0001217464-17-000010
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
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 4:27 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 | Nov 16, 2017 | S | 28,890 | $24.97 | D | 1,386,036 | I | See footnote |
| Class A Common StockF1 | Nov 17, 2017 | S | 25,277 | $25.02 | D | 1,360,759 | I | See footnote |
| Class A Common StockF3 | Nov 16, 2017 | S | 8,889 | $24.97 | D | 108,467 | I | See footnote |
| Class A Common StockF3 | Nov 17, 2017 | S | 7,778 | $25.02 | D | 100,689 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 95,694 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 34,089 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 76,525 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 6,770 | D | ||
| Class A Common StockF7 | holding | — | — | — | 8,954 | D | ||
| Class A Common StockF8 | holding | — | — | — | 11,452 | D | ||
| Class A Common StockF9 | holding | — | — | — | 7,849 | I | See footnote | |
| Class A Common StockF10 | holding | — | — | — | 340,907 | I | See footnote | |
| Class A Common StockF11 | holding | — | — | — | 340,907 | I | See footnote | |
| Class A Common StockF12 | holding | — | — | — | 50,370 | 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 | 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 SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 17,796 | 17,796 | D |
| 2015 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 13,539 | 13,539 | D |
| 2016 Performance SharesF22 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 17,908 | 17,908 | D |
| 2015 Out Performance SharesF23,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. On 11/16/2017 and 11/17/2017, the Trust sold 28,890 shares and 25,277 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 1,360,759 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 767,459 directly.
- F10Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 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). 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). 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.
- F3Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). On 11/16/2017 and 11/17/2017, the Trust sold 8,889 shares and 7,778 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 100,689 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.
- F4Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee).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). Trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.