SEC Form 4 · accession 0001217465-17-000005

Forest City Realty Trust, Inc. · FCEA

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

Reporting owner

Ronald A Ratner

Officer — Executive Vice President · Director

Period of report

Mar 6, 2017

Accepted (ET)

Sep 14, 2017 · 4:43 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^F23,F1	Jun 12, 2017	J	1,151,732	—	A	1,196,519	I	See footnote
Class A Common Stock^F2	Mar 6, 2017	G	8,615	$0.00	D	152,681	I	See footnote
Class A Common Stock^F23,F5	Jun 12, 2017	J	741,276	—	A	819,684	I	See footnote
Class A Common Stock^F23,F9	Jun 12, 2017	J	1,179	—	A	1,179	I	See footnote
Class A Common Stock^F23,F10	Jun 12, 2017	J	613,661	—	A	613,661	I	See footnote
Class A Common Stock^F3	holding	—	—		—	187,500	I	See footnote
Class A Common Stock^F4	holding	—	—		—	4,696	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^F23,F1	$0.00	Jun 12, 2017	J	879,185	D	Aug 8, 1988	Aug 8, 1988	Common Stock	879,185	0	I
Class B Common - Convertible^F23,F9	$0.00	Jun 12, 2017	J	900	D	Aug 8, 1988	Aug 8, 1988	Common Stock	900	0	I
Class B Common - Convertible^F23,F5	$0.00	Jun 12, 2017	J	565,860	D	Aug 8, 1988	Aug 8, 1988	Common Stock	565,860	0	I
Class B Common - Convertible^F23,F10	$0.00	Jun 12, 2017	J	468,444	D	Aug 8, 1988	Aug 8, 1988	Common Stock	468,444	0	I
2008 Stock Option Grant (right to buy)^F11	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	17,721	17,721	D
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
2014 Performance Shares^F18	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	17,796	17,796	D
2015 Performance Shares^F19	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	13,539	13,539	D
2016 Performance Shares^F20	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	17,908	17,908	D
2017 Performance Shares^F21	$0.00	holding	—	—	—	Dec 31, 2019	Aug 8, 1988	Class A Common	17,178	17,178	D
2015 Out Performance Shares^F22	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	20,000	20,000	D

Explanation of responses

F1The Ronald Ratner 1986 Trust Agreement, as modified (Ronald Ratner is Trustee). 879,185 shares of Class B Common Stock were reclassified and exchanged into 1,151,732 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 1,196,519 as follows: 657,800 shares as a direct limited partner of RMS, Ltd. and 538,919 shares directly.
F10Max Ratner Family 1999 Revocable Trust (Ronald Ratner is Trust Advisor). 468,444 shares of Class B Common Stock were reclassified and exchanged into 613,661 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 613,661 shares of Class A Common Stock as follows: 14,887 shares for the benefit of Sarah Ratner (daughter); 350,000 shares for Sarah Ratner as a limited partner in RMS Ltd.; 23,774 shares for the benefit of Matthew Ratner (son); and 225,000 for Matthew Ratner as a limited partner of RMS, Ltd. Ronald Ratner disclaims any beneficial interest.
F112008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
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 3/28/2014 - 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.
F19Performance 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.
F2Deborah B. Ratner Trust - individually trust of spouse, shares held in street account.
F20Performance 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.
F21Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 per share. There is no fixed expiration date.
F22Out 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.
F23Pursuant 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.
F3Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.
F4Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998. Trust holds 4,696 shares of Class A Common Stock as follows: 2,348 shares for benefit of Matthew (son); and 2,348 shares for benefit of Sarah (daughter). Ronald Ratner disclaims any beneficial interest.
F5Max Ratner Grandchildren's Trust dated 12/21/1988 (Ronald is Trust Advisor). 565,860 shares of Class B Common Stock were reclassified and exchanged into 741,276 shares of Class A Common Stock. Post-reclassification, trust holds 819,684 shares of Class A Common Stock as follows: 70,000 shares for Sarah Ratner (daughter) as a limited partner within RMS, Ltd.; 434,097 shares directly for the benefit of Sarah Ratner; 40,000 shares for Matthew Ratner (son) as a limited partner within RMS, Ltd.; 275,587 shares directly for the benefit of Matthew Ratner. Ronald Ratner disclaims any beneficial interest.
F62015 Restricted Stock Grant - 25% vested on 3/26/2016; 25% vested on 3/26/2017; and 50% vest on 3/26/2018.
F72016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
F82017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
F9General Partnership interest in RMS, Ltd Partnership. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock on 6/12/2017.