SEC Form 4 · accession 0001379748-17-000003
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce C Ratner
Officer — Executive Vice President
Period of report
Mar 21, 2017
Accepted (ET)
Mar 23, 2017 · 10:50 am 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 CommonF4,F5 | Mar 21, 2017 | S | 2,265 | $21.8156 | D | 462 | I | See footnote |
| Class A CommonF4,F5 | Mar 22, 2017 | S | 462 | $21.6275 | D | 0 | I | See footnote |
| Class A CommonF1 | holding | — | — | — | 22,500 | D | ||
| Class A CommonF2 | holding | — | — | — | 15,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common UnitsF3,F6 | $0.00 | holding | — | — | — | Nov 8, 2007 | Aug 8, 1988 | Class A Common Stock | 183,610 | 183,610 | D |
| Class A Common UnitsF5,F4,F6 | $0.00 | holding | — | — | — | Nov 8, 2007 | Aug 8, 1988 | Class A Common Stock | 663,431 | 663,431 | I |
Explanation of responses
- F1Share are held in a street account with Merrill Lynch.
- F2Shares are held in a street account with Chase for the benefit of stepson Michael Carajohn, Bruce Ratner's spouse Pamela R. Lipkin is account custodian.
- F3Class A Common Units of Forest City Master Associates III, LLC (a subsidiary of Forest City Realty Trust, Inc.) are convertible into Forest City Realty Trust, Inc. Class A Common Stock on a equal number basis or cash at the discretion of Forest City Realty Trust, Inc.
- F4Class A Common Units are convertible into Forest City Realty Trust, Inc. Class A Common Stock on a equal number basis or cash at the discretion of Forest City Realty Trust, Inc. 3/21/2017 - The price $21.8156 represents a weighed average of sales prices ranging from $21.695 per share to $21.95 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. 3/22/2017 - The price $21.6275 represents a weighed average of sales prices ranging from $21.49 per share to $22.03 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.
- F5Units are held indirectly through an entity (LLC, Trust etc.).
- F6There is no expiration date.
Remarks
Subject to certain exceptions, the Class A Common Units were generally not convertible until November 8, 2007. Mr. Ratner disclaims beneficial ownership of all Class A Common Units, including any shares of Class A Common Stock into which such Class A Common Units are convertible, except to the extent of any direct or indirect pecuniary interest therein.