SEC Form 4 · accession 0001217454-15-000001

FOREST CITY ENTERPRISES INC · FCEA/FCEB

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

Reporting owner

David J Larue

Officer — CEO & President · Director

Period of report

Mar 26, 2015

Accepted (ET)

Mar 30, 2015 · 8:20 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000038067

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F4	Mar 26, 2015	A	32,900	$0.00	A	32,900	D
Class A Common Stock^F1	holding	—	—		—	14,218	I	See footnote
Class A Common Stock^F2	holding	—	—		—	32,898	I	See footnote
Class A Common Stock^F3	holding	—	—		—	34,989	D
Class A Common Stock^F5	holding	—	—		—	4,700	I	See footnote
Class A Common Stock^F6	holding	—	—		—	4,700	I	See footnote
Class A Common Stock^F7	holding	—	—		—	4,700	I	See footnote
Class A Common Stock^F8	holding	—	—		—	8,460	D
Class A Common Stock^F9	holding	—	—		—	6,675	I	See footnote
Class A Common Stock^F10	holding	—	—		—	3,900	D
Class A Common Stock^F11	holding	—	—		—	138,697	D
Class A Common Stock^F12	holding	—	—		—	31,502	I	401k Plan

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^F26	$0.00	Mar 26, 2015	A	32,900	A	Dec 31, 2017	Aug 8, 1988	Class A Common	32,900	32,900	D
2015 Out Performance Shares^F27	$0.00	Mar 27, 2015	A	50,000	A	Dec 31, 2017	Aug 8, 1988	Class A Common	50,000	50,000	D
Class B Common - Convertible^F12,F28	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	1,435	1,435	I
2005 Stock Option Grant (right to buy)^F13	$31.75	holding	—	—	—	Apr 6, 2007	Apr 6, 2015	Class A Common	25,200	25,200	D
2006 Stock Option Grant (right to buy)^F14	$46.37	holding	—	—	—	Apr 4, 2008	Apr 4, 2016	Class A Common	25,200	25,200	D
2007 Stock Option Grant (right to buy)^F15	$65.35	holding	—	—	—	Mar 29, 2009	Mar 29, 2017	Class A Common	25,200	25,200	D
2008 Stock Option Grant (right to buy)^F16	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	28,059	28,059	D
2009 Stock Option Grant (right to buy)^F17	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	14,030	14,030	D
2010 Stock Option Grant (right to buy)^F18	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	36,035	36,035	D
2011 Stock Option Grant (right to buy)^F19	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	64,277	64,277	D
2012 Stock Option Grant (right to buy)^F20	$14.74	holding	—	—	—	Apr 11, 2014	Apr 11, 2022	Class A Common	77,945	77,945	D
2013 Stock Option Grant (right to buy)^F21	$17.60	holding	—	—	—	Apr 8, 2015	Apr 8, 2023	Class A Common	65,630	65,630	D
2014 Stock Option Grant (right to buy)^F22	$18.73	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	62,090	62,090	D
2012 Performance Shares^F23	$0.00	holding	—	—	—	Dec 31, 2015	Aug 8, 1988	Class A Common	48,846	48,846	D
2013 Performance Shares^F24	$0.00	holding	—	—	—	Dec 31, 2016	Aug 8, 1988	Class A Common	38,751	38,751	D
2014 Performance Shares^F25	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	38,441	38,441	D

Explanation of responses

F1David J. LaRue Trust.
F10Shares are held by David LaRue & Cindy LaRue Trust account.
F11Shares are held by transfer agent in a direct registration account.
F12FCE's 401k Plan account, shares are held indirect.
F132005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
F142006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
F152007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
F162008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F172009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F182010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F192011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F2David LaRue Family Trust
F202012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F212013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F222014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F23Performance 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.
F24Performance 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.
F25Performance 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.
F26Performance 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.
F27Out Performance Shares Award - granted 3/27/2015 - 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 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date.
F28Stocks are convertible from Class B to Class A on a 1-for-1 basis. There is no exercise or fixed expriation date.
F32011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
F42015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
F5Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
F6Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
F7Shares held by Tessa LaRue, daughter, Cindy LaRue (spouse) is custodian on the account - Indirect
F8Shares are held in street account.
F9Shares are held by Cindy LaRue (spouse) in street account.