SEC Form 4 · accession 0001217464-18-000008
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
Dec 7, 2018
Accepted (ET)
Dec 7, 2018 · 4:37 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 1, 2018 | G | 305,400 | $0.00 | D | 971,661 | I | See footnote |
| Class A Common StockF19,F1 | Dec 7, 2018 | D | 971,661 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F2 | Dec 7, 2018 | D | 95,694 | — | D | 0 | I | See footnote |
| Class A Common StockF3 | Nov 1, 2018 | G | 20,000 | $0.00 | D | 47,355 | I | See footnote |
| Class A Common StockF19,F3 | Dec 7, 2018 | D | 47,355 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F4 | Dec 7, 2018 | D | 34,090 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F5 | Dec 7, 2018 | D | 76,525 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F6 | Dec 7, 2018 | D | 7,850 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F7 | Dec 7, 2018 | D | 340,908 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F8 | Dec 7, 2018 | D | 340,908 | — | D | 0 | I | See footnote |
| Class A Common StockF19,F9 | Dec 7, 2018 | D | 50,371 | — | D | 0 | I | See footnote |
| Class A Common StockF20,F10 | Dec 7, 2018 | D | 5,969 | — | D | 0 | D | |
| Class A Common StockF20,F11 | Dec 7, 2018 | D | 5,432 | — | D | 0 | D |
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)F21,F12 | $7.80 | Dec 7, 2018 | D | 21,797 | D | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 21,797 | 0 | D |
| 2010 Stock Option Grant (right to buy)F21,F13 | $15.89 | Dec 7, 2018 | D | 36,635 | D | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 36,635 | 0 | D |
| 2011 Stock Option Grant (right to buy)F21,F14 | $17.72 | Dec 7, 2018 | D | 24,103 | D | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 24,103 | 0 | D |
| 2012 Stock Option Grant (right to buy)F21,F15 | $14.74 | Dec 7, 2018 | D | 32,477 | D | Apr 11, 2014 | Apr 11, 2022 | Class A Common | 32,477 | 0 | D |
| 2013 Stock Option Grant (right to buy)F21,F16 | $17.60 | Dec 7, 2018 | D | 30,384 | D | Apr 8, 2015 | Apr 8, 2023 | Class A Common | 30,384 | 0 | D |
| 2014 Stock Option Grant (right to buy)F21,F17 | $18.73 | Dec 7, 2018 | D | 28,745 | D | Mar 28, 2016 | Mar 28, 2024 | Class A Common | 28,745 | 0 | D |
| 2016 Performance SharesF22,F18 | $0.00 | Dec 7, 2018 | D | 5,969 | D | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 17,908 | 0 | D |
Explanation of responses
- F1James Ratner Revocable Trust dated 12/04/1981. The Trust holds 971,661 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd.; and 378,361 shares directly.
- F102016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vested on 3/23/2018; and 50% vest on 3/23/2019.
- F112018 Restricted Stock Grant pursuant to Forest City Realty Trust, Inc. 1994 Stock Plan - 100% vest on 6/20/2019.
- 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.
- F19Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.
- F2Held by spouse at street account with Stifel Nicolaus & Co., Inc.
- F20At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
- F21At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.
- F22At the Effective Time of the Merger, a pro-rated amount of 1/3, based on holder's service as an executive during 1/3 of the performance period, at 100% of target of the Performance Share Award granted in 2016, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. The target amounts awarded was based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.
- F3Austin G. Ratner (son) 1992 Trust (James A. Ratner is trust advisor). The Trust holds 47,355 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.
- F6Max 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.
- F7Max 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.
- F8Max 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.
- F9Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). Trust holds 50, 371 shares of Class A Common Stock directly.