SEC Form 4 · accession 0001217465-18-000004
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
Oct 16, 2017
Accepted (ET)
Feb 13, 2018 · 4:49 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 StockF3 | Oct 16, 2017 | S | 18,222 | $25.28 | D | 169,278 | I | See footnote |
| Class A Common StockF3 | Oct 17, 2017 | S | 11,778 | $25.03 | D | 157,500 | I | See footnote |
| Class A Common StockF3 | Nov 16, 2017 | S | 16,000 | $24.97 | D | 141,500 | I | See footnote |
| Class A Common StockF3 | Nov 17, 2017 | S | 14,000 | $25.02 | D | 127,500 | I | See footnote |
| Class A Common StockF3 | Dec 18, 2017 | S | 16,291 | $24.43 | D | 111,209 | I | See footnote |
| Class A Common StockF3 | Dec 19, 2017 | S | 10,268 | $24.10 | D | 100,941 | I | See footnote |
| Class A Common StockF3 | Dec 20, 2017 | S | 3,441 | $23.77 | D | 97,500 | I | See footnote |
| Class A Common StockF3 | Jan 16, 2018 | S | 28,540 | $23.66 | D | 68,960 | I | See footnote |
| Class A Common StockF3 | Jan 17, 2018 | S | 1,460 | $23.50 | D | 67,500 | I | See footnote |
| Class A Common StockF1 | holding | — | — | — | 946,939 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 152,681 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 4,696 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 519,812 | 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 | — | — | — | 1,179 | I | See footnote | |
| Class A Common StockF10 | holding | — | — | — | 613,661 | 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)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 SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 17,796 | 17,796 | D |
| 2015 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 13,539 | 13,539 | D |
| 2016 Performance SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 17,908 | 17,908 | D |
| 2017 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 17,178 | 17,178 | D |
| 2015 Out Performance SharesF22 | $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). The Trust holds 946,939 shares of Class A Common Stock as follows: 637,600 shares held as a direct limited partner of RMS, Ltd.; and 309,339 shares directly.
- F10Max Ratner Family 1999 Revocable Trust (Ronald Ratner is Trust Advisor). 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.
- F3Deborah Ratner 2012 Irrev Trust (Ronald Ratner is Trustee). The sales reflected in Table I line 3 through 11 occurred pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The sales were inadvertently omitted from filer's Form 4s filed on 10/18/2017, 11/20/2017, 12/20/2017, and 1/18/2018, respectively. The prices of $25.28, $25.03, $24.97, $25.02, $24.43, $24.10, $23.77, $26.66, and $23.50 represent weighted average of sales prices ranging from $25.16 to $25.45; from $24.94 to $25.25; from $24.80 to $25.09; from $24.89 to $25.16; from $24.33 to $24.65; from $24.03 to $24.28; from $23.59 to $24.07; from $23.50 to $23.84, and from $23.50 to $23.51 per share, respectively. Post-transactions, the Trust holds 67,500 shares of Class A Common Stock.
- 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. The Trust holds 519,812 shares of Class A Common Stock as follows: 40,000 shares as a direct limited partner of RMS, Ltd. fbo Matthew Ratner (son); 161,578 directly fbo Matthew; 70,000 shares as a direct limited partner of RMS, Ltd. fbo Sarah Ratner (daughter); and 248,234 directly fbo Sarah. 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.