SEC Form 4 · accession 0001217466-17-000008
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
Sep 12, 2017
Accepted (ET)
Sep 14, 2017 · 9:50 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 | Sep 12, 2017 | G | 19,200 | $0.00 | D | 1,517,474 | I | See footnote |
| Class A Common StockF1 | Sep 12, 2017 | S | 10,591 | $25.8246 | D | 1,506,883 | I | See footnote |
| Class A Common StockF1 | Sep 13, 2017 | S | 10,031 | $25.4847 | D | 1,496,852 | I | See footnote |
| Class A Common StockF1 | Sep 14, 2017 | S | 10,865 | $25.4847 | D | 1,485,987 | I | See footnote |
| Class A Common StockF3 | Sep 12, 2017 | S | 14,018 | $25.8246 | D | 471,773 | I | See footnote |
| Class A Common StockF3 | Sep 13, 2017 | S | 13,276 | $25.5442 | D | 458,497 | I | See footnote |
| Class A Common StockF3 | Sep 14, 2017 | S | 14,380 | $25.4847 | D | 444,117 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 52,026 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 563,256 | I | See footnote | |
| Class A Common StockF5 | holding | — | — | — | 198,604 | I | See footnote | |
| Class A Common StockF6 | holding | — | — | — | 83,845 | I | See footnote | |
| Class A Common StockF7 | holding | — | — | — | 682,642 | 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 | ||
| Class A Common StockF12 | holding | — | — | — | 1,179 | D | ||
| Class A Common StockF13 | holding | — | — | — | 6,602 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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. On 9/12/2017, 9/13/2017 and 9/14/2017, the Trust sold 10,591, 10,031 and 10,865 shares of Class A Common Stock, respectively. 9/12/2017 - The price of $25.8246 represents a weighted average of sales prices ranging from $25.61 per share to $26.14 per share. 9/13/2017 - The price of $25.5442 represents a weighted average of sales prices ranging from $25.40 per share to $25.77 per share. 9/14/2017 - The price of $25.4847 represents a weighted average of sales prices ranging from $25.38 per share to $25.62 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, Trust holds 1,485,987 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,121,387 directly.
- 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.
- F13Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. 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. Michael holds 56,026 shares of Class A Common Stock directly.
- F3Albert B. Ratner 1989 Grandchildren's Trust. On 9/12/2017, 9/13/2017 and 9/14/2017, the Trust sold 14,018, 13,276 and 14,380 shares of Class A Common Stock, respectively. The prices of $25.8246, $25.5442 and $25.4847 represent weighted average of sales prices ranging from $25.61 to $26.14 per share, $25.40 to $25.77 per share and $25.38 to $25.62 per share, respectively. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request. Post-transactions, the Trust holds 444,117 shares of Class A Common Stock as follows: 165,209 shares directly fbo Anna Salzberg (daughter); and 278,908 directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest.
- F4Albert Ratner Remainder Interest Trust. 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). Trust holds 198,604 shares of Class A Common Stock directly.
- F6Albert B. Ratner 1987 Family Trust - for the benefit of Eric Salzberg (son). Trust holds 83,845 shares of Class A Common Stock directly.
- F7Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). 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.