SEC Form 4/A · accession 0001537301-16-000007
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Andrew J Passen
Officer — Exec VP - Human Resources
Period of report
Feb 17, 2016
Accepted (ET)
Mar 17, 2016 · 11:24 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 Common StockF1,F8 | Feb 17, 2016 | M | 9,872 | $0.00 | A | 53,065 | D | |
| Class A Common StockF1 | Feb 17, 2016 | F | 3,243 | $17.91 | D | 49,822 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Performance SharesF8 | $0.00 | Feb 17, 2016 | M | 9,872 | D | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 7,919 | 0 | D |
| 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 |
| 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. The 2012 Performance Share Award vested 2/17/2016, there were a total of 9,872 shares received, of those 3,243 shares were returned to the Company for taxes. Amending filing to correct transaction date to 2/17/2016.
- 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. Shares vested and were approved by the Company's Compensation Committee on 2/17/2016, at 124.67% of the target shares resulting from the actual performance during the performance period.
- 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
Amending the filing of 3/02/2016 to correct the earliest date the form was due and the transaction date to 2/17/2016, that is the day the Performance Shares vested and the stock was retruned to the Company for taxes.