SEC Form 4 · accession 0001217465-18-000006
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
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 11:29 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 StockF1 | Feb 15, 2018 | M | 5,145 | $0.00 | A | 952,084 | I | See footnote |
| Class A Common StockF1 | Feb 15, 2018 | F | 1,643 | $22.34 | D | 950,441 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 152,681 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 67,500 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 Performance SharesF18 | $0.00 | Feb 15, 2018 | M | 5,145 | D | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 13,539 | 0 | D |
| 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 |
| 2016 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 17,908 | 17,908 | D |
| 2017 Performance SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 17,178 | 17,178 | D |
Explanation of responses
- F1The Ronald Ratner 1986 Trust Agreement, as modified (Ronald Ratner is Trustee). The Trust holds 950, 441 shares of Class A Common Stock as follows: 637,600 shares held as a direct limited partner of RMS, Ltd.; and 312,841 shares directly. The 2015 Performance Share Award vested on 2/15/2018, there was a total of 5,145 shares received, of those 1,643 shares were returned to the Company for taxes.
- 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 3/26/2015 - 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.
- F19Performance 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.
- F2Deborah B. Ratner Trust - individually trust of spouse, shares held in street account.
- F20Performance 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.
- F3Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee. 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.