SEC Form 4 · accession 0001647509-18-000086
Forest City Realty Trust, Inc. · FCEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth J Bacon
Director
Period of report
Dec 7, 2018
Accepted (ET)
Dec 7, 2018 · 4:07 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 StockF6,F1 | Dec 7, 2018 | D | 27,669 | — | D | 0 | D | |
| Class A Common StockF7,F2 | Dec 7, 2018 | D | 5,432 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Stock Option Grant (right to buy)F8,F3 | $17.60 | Dec 7, 2018 | D | 4,557 | D | Apr 8, 2014 | Apr 8, 2023 | Class A Common | 4,557 | 0 | D |
| 2014 Stock Option Grant (right to buy)F8,F4 | $18.73 | Dec 7, 2018 | D | 2,371 | D | Mar 28, 2015 | Mar 28, 2024 | Class A Common | 2,371 | 0 | D |
| 2015 Stock Option Grant (right to buy)F8,F5 | $24.62 | Dec 7, 2018 | D | 7,060 | D | Mar 26, 2016 | Mar 26, 2025 | Class A Common | 7,060 | 0 | D |
Explanation of responses
- F1Shares are held by transfer agent in a direct registration account.
- F22018 Restricted Stock Grant pursuant to Forest City Realty Trust, Inc. 1994 Stock Plan - 100% vest on 6/20/2019.
- F32013 Stock Option Grant - 33.33% exercisable 4/08/2014; 33.33% exercisable 4/08/2015; and 33.33% exercisable 4/08/2016.
- F42014 Stock Option Grant - 100% exercisable 3/28/2015;
- F52015 Stock Option Grant - 100% exercisable 3/26/2016.
- F6Pursuant 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.
- F7At 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.
- F8At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.