SEC Form 4 · accession 0001537301-16-000005
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Passen
Officer — Exec VP - Human Resources
Period of report
Jan 2, 2016
Accepted (ET)
Jan 5, 2016 · 5:54 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 | Jan 2, 2016 | F | 6,646 | $21.93 | D | 43,193 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 Stock Option Grant (right to buy)F2 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 4, 2016 | Class A Common | 17,500 | 17,500 | D |
| 2007 Stock Option Grant (right to buy)F3 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 17,500 | 17,500 | D |
| 2008 Stock Option Grant (right to buy)F4 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 8,860 | 8,860 | D |
| 2009 Stock Option Grant (right to buy)F5 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,430 | 4,430 | D |
| 2010 Stock Option Grant (right to buy)F6 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 7,387 | 7,387 | D |
| 2011 Stock Option Grant (right to buy)F7 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,105 | 9,105 | D |
| 2012 Performance SharesF8 | $0.00 | holding | — | — | — | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 7,919 | 7,919 | D |
| 2013 Performance SharesF9 | $0.00 | holding | — | — | — | Dec 31, 2016 | Aug 8, 1988 | Class A Common | 6,282 | 6,282 | D |
| 2014 Performance SharesF10 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,232 | 6,232 | D |
| 2015 Performance SharesF11 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 4,741 | 4,741 | D |
Explanation of responses
- F1Shares are held in street account with Securities America. 1.) 3,960 shares from the 2012 Restricted Stock Grant vested 12/31/2015, of those 1,427 shares were returned to the Company for taxes, the balance or 2,533 were transferred to this account. 2.) 4,974 shares from the 2013 Restricted Stock Grant vested 12/31/2015, of those 1,613 shares were returned to the Company for taxes, the balance or 3,361 were transferred to this account. 3.) 6,232 shares from the 2014 Restricted Stock Grant vested 12/31/2015, of those 2,048 shares were returned to the Company for taxes, the balance or 4,814 were transferred to this account. 4.) 4,741 shares from the 2015 Restricted Stock Grant vested 12/31/2015, of those 1,558 shares were returned to the Company for taxes, the balance or 3,183 were transferred to this account.
- F10Performance 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.
- F11Performance 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.
- F22006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
- F32007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
- F42008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F52009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F62010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F72011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F8Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.
- F9Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
Remarks
Andrew Passen will be retiring from the Company effective 12/31/2015 and will no longer be subject to Section 16 filing requirements.