SEC Form 4 · accession 0001532989-18-000010
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles D Obert
Officer — Sr VP, Chief Acct Officer
Period of report
Dec 7, 2018
Accepted (ET)
Dec 7, 2018 · 4:23 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 StockF9,F1 | Dec 7, 2018 | D | 36,808 | — | D | 0 | D | |
| Class A Common StockF9,F2 | Dec 7, 2018 | D | 760 | — | D | 0 | I | 401k Plan |
| Class A Common StockF10,F3 | Dec 7, 2018 | D | 2,627 | — | D | 0 | D | |
| Class A Common StockF10,F4 | Dec 7, 2018 | D | 3,894 | — | D | 0 | D | |
| Class A Common StockF10,F5 | Dec 7, 2018 | D | 6,052 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Performance SharesF11,F6 | $0.00 | Dec 7, 2018 | D | 5,253 | D | Dec 31, 2018 | Aug 8, 1988 | Class A Common | 5,253 | 0 | D |
| 2017 Performance SharesF11,F7 | $0.00 | Dec 7, 2018 | D | 6,921 | D | Dec 31, 2019 | Aug 8, 1988 | Class A Common | 5,191 | 0 | D |
| 2018 Performance SharesF11,F8 | $0.00 | Dec 7, 2018 | D | 3,834 | D | Dec 31, 2020 | Aug 8, 1988 | Class A Common | 5,752 | 0 | D |
Explanation of responses
- F1Shares are held by transfer agent in a direct registration account.
- F10At 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.
- F11At 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.
- F2FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings.
- F32016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- F42017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- F52018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
- F6Performance 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.
- F7Performance 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.
- F8Performance 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.
- F9Pursuant 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.