SEC Form 4 · accession 0001217466-18-000012

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

Period of report

Dec 7, 2018

Accepted (ET)

Dec 7, 2018 · 4:34 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 Stock^F1	Nov 1, 2018	G	200,000	$0.00	D	1,225,147	I	See footnote
Class A Common Stock^F17,F1	Dec 7, 2018	D	1,225,147	—	D	0	I	See footnote
Class A Common Stock^F2	Nov 1, 2018	G	26,500	$0.00	D	29,291	I	See footnote
Class A Common Stock^F17,F2	Dec 7, 2018	D	29,291	—	D	0	I	See footnote
Class A Common Stock^F17,F3	Dec 7, 2018	D	354,120	—	D	0	I	See footnote
Class A Common Stock^F17,F4	Dec 7, 2018	D	563,258	—	D	0	I	See footnote
Class A Common Stock^F17,F5	Dec 7, 2018	D	198,604	—	D	0	I	See footnote
Class A Common Stock^F17,F6	Dec 7, 2018	D	83,846	—	D	0	I	See footnote
Class A Common Stock^F7	Nov 1, 2018	G	33,400	$0.00	D	649,243	I	See footnote
Class A Common Stock^F17,F7	Dec 7, 2018	D	649,243	—	D	0	I	See footnote
Class A Common Stock^F17,F8	Dec 7, 2018	D	1,179	—	D	0	D
Class A Common Stock^F9	Nov 1, 2018	G	6,602	$0.00	D	0	I	See footnote
Class A Common Stock^F18,F10	Dec 7, 2018	D	3,501	—	D	0	D
Class A Common Stock^F18,F11	Dec 7, 2018	D	5,189	—	D	0	D
Class A Common Stock^F18,F12	Dec 7, 2018	D	7,373	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
2009 Stock Option Grant (right to buy)^F19,F13	$7.80	Dec 7, 2018	D	4,800	D	Apr 21, 2011	Apr 21, 2019	Class A Common	4,800	D
2010 Stock Option Grant (right to buy)^F19,F13	$15.89	Dec 7, 2018	D	8,002	D	Apr 14, 2012	Apr 14, 2020	Class A Common	8,002	D
2011 Stock Option Grant (right to buy)^F19,F13	$17.72	Dec 7, 2018	D	9,146	D	Apr 13, 2013	Apr 13, 2021	Class A Common	9,146	D
2016 Performance Shares^F20,F14	$0.00	Dec 7, 2018	D	7,002	D	Dec 31, 2018	Aug 8, 1988	Class A Common	7,002	D
2017 Performance Shares^F20,F15	$0.00	Dec 7, 2018	D	9,224	D	Dec 31, 2019	Aug 8, 1988	Class A Common	6,918	D
2018 Performance Shares^F20,F16	$0.00	Dec 7, 2018	D	4,915	D	Dec 31, 2020	Aug 8, 1988	Class A Common	7,373	D

Explanation of responses

F1U/A Deborah Ratner-Salzberg Trust dated 2/09/1987. The Trust holds 1,225,147 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 861,147 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.
F122018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
F132009 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.
F14Performance 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.
F15Performance 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.
F16Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 $20.89 per share. There is no fixed expiration date.
F17Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.
F18At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
F19At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.
F2Michael Salzberg (spouse) shares held directly in street accounts.
F20At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.
F3Albert B. Ratner 1989 Grandchildren's Trust. The Trust holds 354,120 shares of Class A Common Stock as follows:120,211 shares directly fbo Anna Salzberg (daughter); and 233,909 shares directly fbo Eric Salzberg (son). Deborah Ratner Salzberg disclaims any beneficial interest.
F4Albert Ratner Remainder Interest Trust. Trust holds 563,258 shares of Class A Common Stock as follows: 281,629 shares directly for the benefit of Anna Salzberg (daughter); 125,000 as a limited partnership interest within RMS, Ltd. For the benefit of Anna; 281,629 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 83,846 shares of Class A Common Stock directly.
F7Albert B. Ratner 1999 Revocable Trust (Deborah Ratner serves as an advisor). Trust holds 649,243 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); 311,335 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); 188,018 shares directly for the benefit of Eric. Deborah Ratner-Salzberg disclaims any beneficial interest.
F8General Partnership interest in RMS, Ltd., an Ohio limited partnership.
F9Anna Salzberg (daughter), shares are held in street account at Stifel Nicolaus & Co., Inc. Anna holds the shares of Class A Common Stock directly. Deborah Ratner-Salzberg disclaims any beneficial interest.