SEC Form 4 · accession 0001217466-17-000005

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 28, 2017

Accepted (ET)

Mar 30, 2017 · 4:38 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^F9	Mar 28, 2017	F	557	$21.72	D	3,315	D
Class A Common Stock^F1	holding	—	—		—	509,003	I	See footnote
Class A Common Stock^F2	holding	—	—		—	44,135	I	See footnote
Class A Common Stock^F2	holding	—	—		—	11,656	I	See footnote
Class A Common Stock^F3	holding	—	—		—	162,893	I	See footnote
Class A Common Stock^F4	holding	—	—		—	432,258	I	See footnote
Class A Common Stock^F5	holding	—	—		—	3,676	I	See footnote
Class A Common Stock^F6	holding	—	—		—	7,352	I	See footnote
Class A Common Stock^F7	holding	—	—		—	7,352	I	See footnote
Class A Common Stock^F8	holding	—	—		—	3,433	D
Class A Common Stock^F10	holding	—	—		—	2,876	D
Class A Common Stock^F11	holding	—	—		—	5,252	D
Class A Common Stock^F12	holding	—	—		—	6,918	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^F1,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	782,666	782,666	I
Class B Common - Convertible^F2,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	180	180	I
Class B Common - Convertible^F4,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	100,000	100,000	I
Class B Common - Convertible^F5,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	148,800	148,800	I
Class B Common - Convertible^F6,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	58,392	58,392	I
Class B Common - Convertible^F7,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	515,489	515,489	I
Class B Common - Convertible^F13,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	900	900	D
Class B Common - Convertible^F14,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	5,040	5,040	I
Class B Common - Convertible^F15,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	33,834	33,834	I
Class B Common - Convertible^F16,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	33,514	33,514	I
Class B Common - Convertible^F17,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	179,140	179,140	I
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
2014 Performance Shares^F19	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	6,629	6,629	D
2015 Performance Shares^F20	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	5,752	5,752	D
2016 Performance Shares^F21	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	7,002	7,002	D
2017 Performance Shares^F22	$0.00	holding	—	—	—	Dec 31, 2019	Aug 8, 1988	Class A Common	6,918	6,918	D
2015 Out Performance Shares^F23	$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 507,903 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. 1,750 restricted shares vested on 3/23/2017, of those 588 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 1,438 restricted shares vested on 3/26/2017, of those 484 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account. 1,657 restricted shares vested on 3/28/2017, of those 557 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account.
F102015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
F112016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
F122017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
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.
F182008 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 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.
F2Michael Salzberg (spouse) shares held directly in street accounts.
F20Performance 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.
F21Performance 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.
F22Performance 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.
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) 216,129 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.
F82013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 1,717 shares vested on 4/08/2016 and were transferred to account referenced in footnote #1.
F92014 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.