SEC Form 4 · accession 0001217464-18-000006
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 20, 2018
Accepted (ET)
Jun 21, 2018 · 5:53 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 StockF7 | Jun 20, 2018 | A | 5,432 | $0.00 | A | 5,432 | D | |
| Class A Common StockF1 | holding | — | — | — | 1,277,061 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 95,694 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 67,355 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 34,090 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 76,525 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 5,969 | D | ||
| Class A Common StockF8 | holding | — | — | — | 7,850 | I | See footnote | |
| Class A Common StockF9 | holding | — | — | — | 340,908 | I | See footnote | |
| Class A Common StockF10 | holding | — | — | — | 340,908 | I | See footnote | |
| Class A Common StockF11 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 Stock Option Grant (right to buy)F12 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 21,797 | 21,797 | D |
| 2010 Stock Option Grant (right to buy)F13 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 36,635 | 36,635 | D |
| 2011 Stock Option Grant (right to buy)F14 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 24,103 | 24,103 | D |
| 2012 Stock Option Grant (right to buy)F15 | $14.74 | holding | — | — | — | Apr 11, 2014 | Apr 11, 2022 | Class A Common | 32,477 | 32,477 | D |
| 2013 Stock Option Grant (right to buy)F16 | $17.60 | holding | — | — | — | Apr 8, 2015 | Apr 8, 2023 | Class A Common | 30,384 | 30,384 | D |
| 2014 Stock Option Grant (right to buy)F17 | $18.73 | holding | — | — | — | Mar 28, 2016 | Mar 28, 2024 | Class A Common | 28,745 | 28,745 | D |
| 2016 Performance SharesF18 | $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 1,277,061 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd.; and 683, 761 shares directly. 2,985 shares from the 2016 Restricted Stock Grant vested on 3/23/2018 and were transferred to this account. 11,452 shares from the 2017 Restricted Stock Grant vested on 3/24/2018 and were transferred to this account. 6,770 shares from the 2015 Restricted Stock Grant vested on 3/26/2018 and were transferred to this account.
- F10Max 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.
- F11Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50,371 shares of Class A Common Stock directly.
- F122009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F132010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F142011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F152012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
- F162013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
- F172014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
- F18Performance 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.
- F2Held by spouse at street account with Stifel Nicolaus & Co., Inc.
- 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.
- 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.
- F62016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vested on 3/23/2018; and 50% vest on 3/23/2019.
- F72018 Restricted Stock Grant pursuant to Forest City Realty Trust, Inc. 1994 Stock Plan - 100% vest on 6/20/2019.
- F8Max 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.
- F9Max 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.