SEC Form 5 · accession 0001217466-16-000003
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Deborah Ratnersalzberg
Officer — Executive Vice President · Director · 10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 5:45 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 | Dec 15, 2015 | G | 18,000 | $0.00 | D | 516,369 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 44,135 | I | See footnote | |
| Class A Common StockF2 | holding | — | — | — | 11,656 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 162,893 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 432,257 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 3,676 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 7,352 | I | See footnote | |
| Class A Common StockF7 | holding | — | — | — | 7,352 | I | See footnote | |
| Class A Common StockF8 | holding | — | — | — | 3,977 | D | ||
| Class A Common StockF9 | holding | — | — | — | 5,150 | D | ||
| Class A Common StockF10 | holding | — | — | — | 6,629 | D | ||
| Class A Common StockF11 | holding | — | — | — | 5,752 | 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 - ConvertibleF1,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 782,666 | 782,666 | I |
| Class B Common - ConvertibleF2,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 180 | 180 | I |
| Class B Common - ConvertibleF4,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 100,000 | I |
| Class B Common - ConvertibleF5,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 148,800 | 148,800 | I |
| Class B Common - ConvertibleF6,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 58,392 | 58,392 | I |
| Class B Common - ConvertibleF7,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 515,489 | 515,489 | I |
| Class B Common - ConvertibleF12,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 900 | D |
| Class B Common - ConvertibleF13,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,040 | 5,040 | I |
| Class B Common - ConvertibleF14,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 33,834 | 33,834 | I |
| Class B Common - ConvertibleF15,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 33,514 | 33,514 | I |
| Class B Common - ConvertibleF16,F23 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 179,140 | 179,140 | I |
| 2006 Stock Option Grant (right to buy)F17 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 4, 2016 | Class A Common | 15,000 | 15,000 | D |
| 2007 Stock Option Grant (right to buy)F17 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 15,000 | 15,000 | D |
| 2008 Stock Option Grant (right to buy)F17 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,599 | 9,599 | D |
| 2009 Stock Option Grant (right to buy)F17 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,800 | 4,800 | D |
| 2010 Stock Option Grant (right to buy)F17 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 8,002 | 8,002 | D |
| 2011 Stock Option Grant (right to buy)F17 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,146 | 9,146 | D |
| 2012 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 7,954 | 7,954 | D |
| 2013 Performance SharesF19 | $0.00 | holding | — | — | — | Dec 31, 2016 | Aug 8, 1988 | Class A Common | 6,504 | 6,504 | D |
| 2014 Performance SharesF20 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,629 | 6,629 | D |
| 2015 Performance SharesF21 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 5,752 | 5,752 | D |
| 2015 Out Performance SharesF22 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 14,000 | 14,000 | D |
Explanation of responses
- F1U/A Deborah Ratner-Salzberg Trust dated 2/09/1987 - trust holds 527,773 Class A Common shares; Class B Common shares - 822 shares are held as a direct limited partner of RMS, Ltd; 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 378,000 shares are held directly by the trust.
- F102014 Restricted Stock Grant - 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
- F112015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F12General Partnership interest in RMS, Ltd. an Ohio limited partnershjp.
- F13Anna Salzberg (daughter) shares held in street account.
- F14Albert B. Ratner 1989 Grandchildrens Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.
- F15Albert B. Ratner 1989 Grandchildrens Trust - for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.
- F16Albert B. Ratner 1989 Grandchildrens Trust - limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd., 44,367 shares are for the benefit of Anna Salzberg (daughter) and 134,773 shares are for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest.
- F172006 Stock Option Grant - 25% exercisable 4/4/2008; 25% exercisable 4/4/2009; and 50% exercisable on 4/4/2010. 2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F18Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.
- F19Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
- F2Michael Salzberg (spouse) - shares held in street accounts. Balance adjusted to reflect correct anumber, shares had been over stated.
- F20Performance 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.
- F21Performance 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.
- 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.
- F23Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities.
- F3Albert B. Ratner 1989 Grandchildren's Trust - for the Benefit of Anna Salzberg (daughter) 83,603 and Eric Salzberg (son) 79,290. Deborah Ratner-Salzberg disclaims any beneficial interest.
- F4Albert Ratner Remainder Interest Trust - for the benefit of Anna Salzberg (daughter) 216,128 Class A shares & 50,000 Class B shares, and Eric Salzberg (son) 216,129 Class A shares & 50,000 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest.
- F5Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). 148,800 Class B shares. Deborah Ratner-Salzberg disclaims any beneficial interest. 3,676 Class A shares .
- F6Albert B. Ratner 1987 Family Trust - 58,392 Class B shares are held as a limited partner in RMS, Ltd.; for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest. 7,352 Class A shares are held as a limited partnership interest in FCE Management, LP.
- F7Albert B. Ratner 1999 Revocable Trust- 515,489 Class B shares are held as a limited partnership interest in FCE Management, L.P. limited partner of RMS, Ltd.; 255,222 shares for the benefit of Anna Salzberg (daughter), and 260,267 shares for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any benefical interest. Deborah Ratner serves as an advisor to the trust. 7,352 Class A shares (3,676 - Anna & 3,676 - Eric) are not held as a limited partnership interest in FCE Management, LP.
- F82012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
- F92013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.