SEC Form 4 · accession 0001217466-17-000007
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
Period of report
Jun 12, 2017
Accepted (ET)
Sep 14, 2017 · 7:28 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 StockF20,F1 | Jun 12, 2017 | J | 1,025,292 | — | A | 1,536,674 | I | See footnote |
| Class A Common StockF20,F2 | Jun 12, 2017 | J | 235 | — | A | 52,026 | I | See footnote |
| Class A Common StockF20,F3 | Jun 12, 2017 | J | 322,898 | — | A | 485,791 | I | See footnote |
| Class A Common StockF20,F4 | Jun 12, 2017 | J | 131,000 | $0.00 | A | 563,256 | I | See footnote |
| Class A Common StockF20,F5 | Jun 12, 2017 | J | 194,928 | — | A | 198,604 | I | See footnote |
| Class A Common StockF20,F6 | Jun 12, 2017 | J | 76,493 | — | A | 83,845 | I | See footnote |
| Class A Common StockF20,F7 | Jun 12, 2017 | J | 675,290 | — | A | 682,642 | I | See footnote |
| Class A Common StockF20,F12 | Jun 12, 2017 | J | 1,179 | — | A | 1,179 | D | |
| Class A Common StockF20,F13 | Jun 12, 2017 | J | 6,602 | — | A | 6,602 | I | See footnote |
| Class A Common StockF8 | holding | — | — | — | 3,315 | D | ||
| Class A Common StockF9 | holding | — | — | — | 2,876 | D | ||
| Class A Common StockF10 | holding | — | — | — | 5,252 | D | ||
| Class A Common StockF11 | 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 - ConvertibleF20,F1 | $0.00 | Jun 12, 2017 | J | 782,666 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 782,666 | 0 | I |
| Class B Common - ConvertibleF20,F2 | $0.00 | Jun 12, 2017 | J | 180 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 180 | 0 | I |
| Class B Common - ConvertibleF20,F4 | $0.00 | Jun 12, 2017 | J | 100,000 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 0 | I |
| Class B Common - ConvertibleF20,F5 | $0.00 | Jun 12, 2017 | J | 148,800 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 148,800 | 0 | I |
| Class B Common - ConvertibleF20,F6 | $0.00 | Jun 12, 2017 | J | 58,392 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 58,392 | 0 | I |
| Class B Common - ConvertibleF20,F7 | $0.00 | Jun 12, 2017 | J | 515,489 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 515,489 | 0 | I |
| Class B Common - ConvertibleF20,F12 | $0.00 | Jun 12, 2017 | J | 900 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 0 | D |
| Class B Common - ConvertibleF20,F13 | $0.00 | Jun 12, 2017 | J | 5,040 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 5,040 | 0 | I |
| Class B Common - ConvertibleF20,F3 | $0.00 | Jun 12, 2017 | J | 246,488 | D | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 246,488 | 0 | I |
| 2008 Stock Option Grant (right to buy)F14 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,599 | 9,599 | D |
| 2009 Stock Option Grant (right to buy)F14 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,800 | 4,800 | D |
| 2010 Stock Option Grant (right to buy)F14 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 8,002 | 8,002 | D |
| 2011 Stock Option Grant (right to buy)F14 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,146 | 9,146 | D |
| 2014 Performance SharesF15 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,629 | 6,629 | D |
| 2015 Performance SharesF16 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 5,752 | 5,752 | D |
| 2016 Performance SharesF17 | $0.00 | holding | — | — | — | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 7,002 | 7,002 | D |
| 2017 Performance SharesF18 | $0.00 | holding | — | — | — | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 6,918 | 6,918 | D |
| 2015 Out Performance SharesF19 | $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. 782,666 shares of Class B Common Stock were reclassified and exchanged into 1,025,292 shares of Class A Common Stock. Post-reclassification, trust holds 1,536,674 shares of Class A Common stock as follows: 364,600 shares are held as a direct limited partner of RMS, Ltd.; and the remaining shares are held directly by the trust.
- F102016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F112017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F12General Partnership interest in RMS, Ltd., an Ohio limited partnership. 900 shares of Class B Common Stock were reclassified and exchanged into 1,179 shares of Class A Common Stock which are now held directly.
- F13Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. 5,040 shares of Class B Common Stock were reclassified and exchanged into 6,602 shares of Class A Common Stock. Post-reclassification, Anna holds 6,602 shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest.
- F142008 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.
- F15Performance 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.
- F16Performance 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.
- F17Performance 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.
- F18Performance 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.
- F19Out 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.
- F2Michael Salzberg (spouse) shares held directly in street accounts. 180 shares of Class B Common Stock were reclassified and exchanged into 235 shares of Class A Common Stock. Post-reclassification, Miachel holds 56,026 shares of Class A Common Stock directly.
- F20Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively. There was no fixed exercise date or expiration date for the Class B Common Stock prior to the reclassification.
- F3Albert B. Ratner 1989 Grandchildren's Trust. 246,488 shares of Class B Common Stock were reclassified and exchanged into 322,898 shares of Class A Common Stock. Post-reclassification, trust holds 485,791 shares of Class A Common stock as follows: 299,745 shares are held directly for the benefit of Eric (son) and 186,046 shares are held directly for the benefit of Anna (daughter). Deborah Ratner-Salzberg disclaims any beneficial interest.
- F4Albert Ratner Remainder Interest Trust. 100,000 shares of Class B Common stock were reclassified and exchanged into 131,000 shares of Class A Common Stock. Post-reclassification, trust holds 563,256 shares of Class A Common Stock as follows: 281,628 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,628 shares directly for the benefit of Eric (son); and 125,000 as a limited partnership interest within RMS, Ltd. for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
- F5Albert B. Ratner 1986 Grandchildren's Trust - for the benefit of Anna Salzberg (daughter). 148,800 shares of Class B Common Stock were reclassified and exchanged into 194,928 shares of Class A Common Stock. Post-reclassification, trust holds 198,604 shares of Class A Common Stock directly.
- F6Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). 58,392 shares of Class B Common Stock were reclassified and exchanged into 76,493 shares of Class A Common Stock. Post-reclassification trust holds 83,845 shares of Class A Common Stock directly.
- F7Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). 515,489 Class B shares were reclassified and exchanged into 675,290 shares of Class A Common Stock. Post reclassification trust holds, 682,642 shares of Class A Common Stock as follows: 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Anna Salzberg (daughter); 194,625 shares directly for the benefit of Anna; 150,000 shares as a limited partnership interest in RMS, Ltd. for the benefit of Eric Salzberg (son); 188,017 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
- F82014 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.
- F92015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.