SEC Form 4 · accession 0001661556-18-000002

Forest City Realty Trust, Inc. · FCEA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Duane F Bishop Jr.

Officer — Exec VP & COO

Period of report

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 10:10 am 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
Class A Common Stock^F8,F5	Feb 15, 2018	M	2,252	$0.00	A	18,307	D
Class A Common Stock^F5	Feb 15, 2018	F	790	$22.34	D	17,517	D
Class A Common Stock^F1	holding	—	—		—	4,149	D
Class A Common Stock^F2	holding	—	—		—	2,963	D
Class A Common Stock^F3	holding	—	—		—	8,954	D
Class A Common Stock^F4	holding	—	—		—	11,452	D
Class A Common Stock^F6	holding	—	—		—	9,607	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2015 Performance Shares^F8	$0.00	Feb 15, 2018	M	2,252	D	Dec 31, 2017	Aug 8, 1988	Class A Common	5,926	0	D
2008 Stock Option Grant (right to buy)^F7	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	7,107	7,107	D
2016 Performance Shares^F9	$0.00	holding	—	—	—	Dec 31, 2018	Aug 8, 1988	Class A Common	17,908	17,908	D
2017 Performance Shares^F10	$0.00	holding	—	—	—	Dec 31, 2019	Aug 8, 1988	Class A Common	17,178	17,178	D

Explanation of responses

F12014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
F10Performance 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.
F22015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
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.
F5Shares are held by transfer agent in a direct registration account.The 2015 Performance Share Award vested on 2/15/2018, there was a total of 2,252 shares received, of those 790 shares were returned to the Company for taxes.
F6Shares held in street account with Wells Fargo.
F72008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F8Performance 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. Shares vested and were approved by the Company's Compensation Committee on 2/15/2018, at 38% of the target shares resulting from the actual performance during the performance period.
F9Performance 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.