SEC Form 4 · accession 0001379748-17-000004

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

Aug 31, 2017

Accepted (ET)

Sep 8, 2017 · 1:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001647509

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Class A Common^F1	holding	—	—	—	22,500	D
Class A Common^F2	holding	—	—	—	15,000	I	See footnote
Class A Common^F3	holding	—	—	—	462	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 Units^F4,F6	$23.96	Aug 31, 2017	J	183,610	D	Nov 8, 2007	Aug 8, 1988	Class A Common Stock	183,610	0	D
Class A Common Units^F3,F4,F6	$23.96	Aug 31, 2017	J	301,529	D	Nov 8, 2007	Aug 8, 1988	Class A Common Stock	663,431	361,902	I

Explanation of responses

F1Shares 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 is not the account custodian.
F3Units are held indirectly through an entity (LLC, Trust, etc.)
F4Class 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 an equal number basis or cash.
F5Represents 183, 610 Class A Common Units of Forest City Master Associates III, LLC that were held directly by Bruce C. Ratner and redeemed as part of an in-kind exchange for real property.
F6There is no expiration date.
F7Represents 301,529 Class A Common Units of Forest City Master Associates III, LLC that were held indirectly by Bruce C. Ratner through six entities and redeemed as part of an in-kind exchange for real property.

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.