SEC Form 4 · accession 0001217466-17-000011
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
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 4:35 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 | Nov 16, 2017 | S | 9,138 | $24.97 | D | 1,459,716 | I | See footnote |
| Class A Common StockF1 | Nov 17, 2017 | S | 7,995 | $25.02 | D | 1,451,721 | I | See footnote |
| Class A Common StockF3 | Nov 16, 2017 | S | 12,000 | $24.97 | D | 409,617 | I | See footnote |
| Class A Common StockF3 | Nov 17, 2017 | S | 10,500 | $25.02 | D | 399,117 | 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 11/16/2017 and 11/17/2017, the Trust sold 9,138 shares and 7,995 shares of Class A Common Stock, respectively, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017.The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 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 1,451,721 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 1,087,121 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 11/16/2017 and 11/17/2017, the Trust sold 12,000 shares and 10,500 shares of Class A Common Stock, pursuant to a Rule 10b5-1 Sales Plan, adopted on 09/12/2017. The prices of $24.97 and $25.02 represent weighted average of sales prices ranging from $24.80 to $25.09 per share and from $24.89 to $25.16 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 399,117 shares of Class A Common Stock as follows: 142,709 shares directly fbo Anna Salzberg (daughter); and 256,408 shares 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.