SEC Form 4 · accession 0001217464-18-000004

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

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 11:22 am 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 Stock^F20,F1	Feb 15, 2018	M	3,429	$0.00	A	1,255,854	I	See footnote
Class A Common Stock^F2	holding	—	—		—	95,694	I	See footnote
Class A Common Stock^F3	holding	—	—		—	67,355	I	See footnote
Class A Common Stock^F4	holding	—	—		—	34,090	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
Class A Common Stock^F9	holding	—	—		—	7,850	I	See footnote
Class A Common Stock^F10	holding	—	—		—	340,908	I	See footnote
Class A Common Stock^F11	holding	—	—		—	340,908	I	See footnote
Class A Common Stock^F12	holding	—	—		—	50,371	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
2015 Performance Shares^F20	$0.00	Feb 15, 2018	M	3,429	D	Dec 31, 2017	Aug 8, 1988	Class A Common	13,539	0	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	$18.73	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	28,745	28,745	D
2016 Performance Shares^F21	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	17,908	17,908	D

Explanation of responses

F1James Ratner Revocable Trust dated 12/04/1981. The Trust holds 1,255,854 shares of Class A Common Stock as follows:593,300 shares held as a direct limited partner of RMS, Ltd.; and 662,554 shares directly. The 2015 Performance Share Award vested on 2/15/2018 and a total of 3,429 shares was added to this account.
F10Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). Trust holds 340,908 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,908 directly. The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
F11Max Ratner Family 1999 Irrevocable Trust for the benefit of Daniel Ratner (son) (James Ratner is Trustee). Trust holds 340,908 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,908 directly.The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
F12Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly.The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
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 3/26/2015 - 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.
F21Performance 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.
F3Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). The Trust holds 67,355 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 34,090 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. The total amount of shares has been adjusted to reflect a difference of 1 share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.
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 7,850 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest. The total amount of shares has been adjusted to reflect a difference of 1share that had been previously understated by the filer's broker in connection with the Common Stock reclassification, as originally reported on filer's Form 4 filed with the SEC on 9/12/2017.