SEC Form 4 · accession 0001217466-16-000006
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
Mar 26, 2016
Accepted (ET)
Mar 29, 2016 · 5:18 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 StockF1 | Mar 26, 2016 | F | 484 | $21.02 | D | 523,907 | I | See footnote |
| Class A Common StockF1 | Mar 28, 2016 | F | 557 | $20.86 | D | 525,007 | 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 | — | — | — | 4,972 | D | ||
| Class A Common StockF11 | holding | — | — | — | 4,314 | D | ||
| Class A Common StockF12 | holding | — | — | — | 7,002 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Performance SharesF22 | $0.00 | Mar 23, 2016 | A | 7,002 | A | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,002 | 7,002 | D |
| Class B Common - ConvertibleF1,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 782,666 | 782,666 | I |
| Class B Common - ConvertibleF2,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 180 | 180 | I |
| Class B Common - ConvertibleF4,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 100,000 | I |
| Class B Common - ConvertibleF5,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 148,800 | 148,800 | I |
| Class B Common - ConvertibleF6,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 58,392 | 58,392 | I |
| Class B Common - ConvertibleF7,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 515,489 | 515,489 | I |
| Class B Common - ConvertibleF13,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 900 | D |
| Class B Common - ConvertibleF14,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,040 | 5,040 | I |
| Class B Common - ConvertibleF15,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 33,834 | 33,834 | I |
| Class B Common - ConvertibleF16,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 33,514 | 33,514 | I |
| Class B Common - ConvertibleF17,F24 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 179,140 | 179,140 | I |
| 2006 Stock Option Grant (right to buy)F18 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 4, 2016 | Class A Common | 15,000 | 15,000 | D |
| 2007 Stock Option Grant (right to buy)F18 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 15,000 | 15,000 | D |
| 2008 Stock Option Grant (right to buy)F18 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,599 | 9,599 | D |
| 2009 Stock Option Grant (right to buy)F18 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,800 | 4,800 | D |
| 2010 Stock Option Grant (right to buy)F18 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 8,002 | 8,002 | D |
| 2011 Stock Option Grant (right to buy)F18 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,146 | 9,146 | 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 SharesF23 | $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 525,007 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. 1,438 shares vested on 3/26/2016, of those 484 shares were returned to the Company to cover taxes. 1,657 shares vested on 3/28/2016, of those 557 shares were returned to the Company to cover taxes.
- F102014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018. 1,657 shares vested on 3/28/2016 and were transferred to account referenced in footnote #1.
- F112015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018. 1,438 shares vested on 3/26/2016 and were transferred to account referenced in footnote #1.
- F122016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F13General Partnership interest in RMS, Ltd., an Ohio limited partnership.
- F14Anna Salzberg (daughter), shares are held in street account at UBS Financial Services as limited partner in RMS, Ltd. Deborah Ratner-Salzberg disclaims any benefical interest.
- F15Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.
- F16Albert B. Ratner 1989 Grandchildren's Trust - for the benefit of Eric Salzberg (son). Deborah Ratner-Salzberg disclaims any beneficial interest.
- F17Albert 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.
- F182006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exercisable 4/04/2010. 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.
- 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 directly in street accounts.
- 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.
- F22Performance 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.
- F23Out 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.
- F24Class 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.
- 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).
- F6Albert B. Ratner 1987 Family Trust - (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.
- 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.