SEC Form 4 · accession 0001217455-15-000003

FOREST CITY ENTERPRISES INC · FCEA/FCEB

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

Reporting owner

Robert G Obrien

Officer — Exec VP & CFO

Period of report

Apr 11, 2015

Accepted (ET)

Apr 14, 2015 · 6:42 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^F3	Apr 13, 2015	F	15,598	$25.16	D	0	D
Class A Common Stock^F4	Apr 11, 2015	F	6,841	$25.47	D	28,833	D
Class A Common Stock^F1	holding	—	—		—	29,166	I	See footnote
Class A Common Stock^F2	holding	—	—		—	71,555	I	See footnote
Class A Common Stock^F5	holding	—	—		—	36,222	D
Class A Common Stock^F6	holding	—	—		—	22,690	D
Class A Common Stock^F7	holding	—	—		—	32,601	D
Class A Common Stock^F8	holding	—	—		—	11,127	I	See footnote
Class A Common Stock^F9	holding	—	—		—	11,143	I	See footnote
Class A Common Stock^F10	holding	—	—		—	11,143	I	See footnote
Class A Common Stock^F11	holding	—	—		—	151,811	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2005 Stock Option Grant (right to buy)^F12	$31.75	holding	—	—	—	Apr 6, 2007	Apr 6, 2015	Class A Common	25,200	25,200	D
2006 Stock Option Grant (right to buy)^F13	$46.37	holding	—	—	—	Apr 4, 2008	Apr 4, 2016	Class A Common	25,200	25,200	D
2007 Stock Option Grant (right to buy)^F14	$65.35	holding	—	—	—	Mar 29, 2009	Mar 29, 2017	Class A Common	25,200	25,200	D
2008 Stock Option Grant (right to buy)^F15	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	28,059	28,059	D
2009 Stock Option Grant (right to buy)^F16	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	14,030	14,030	D
2010 Stock Option Grant (right to buy)^F17	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	36,035	36,035	D
2011 Stock Option Grant (right to buy)^F18	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	44,190	44,190	D
2012 Stock Option Grant (right to buy)^F19	$14.74	holding	—	—	—	Apr 11, 2014	Apr 11, 2022	Class A Common	39,694	39,694	D
2013 Stock Option Grant (right to buy)^F20	$17.60	holding	—	—	—	Apr 8, 2015	Apr 8, 2023	Class A Common	33,422	33,422	D
2014 Stock Option Grant (right to buy)^F21	$18.73	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	31,620	31,620	D
2012 Performance Shares^F22	$0.00	holding	—	—	—	Dec 31, 2015	Aug 8, 1988	Class A Common	24,875	24,875	D
2013 Performance Shares^F23	$0.00	holding	—	—	—	Dec 31, 2016	Aug 8, 1988	Class A Common	19,734	19,734	D
2014 Performance Shares^F24	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	19,576	19,576	D
2015 Performance Shares^F25	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	15,339	15,339	D
2015 Out Performance Shares^F26	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	40,000	40,000	D

Explanation of responses

F12013 GRAT for Robert G. O'Brien.
F10Shares held by Sara F. O'Brien, daughter - Indirect
F11Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. Of the 14,417 shares that vested on 4/11/2015; 6,841 shares were returned to the Company to cover taxes and the remaining 7,576 shares were transferred to this account. Of the 32,872 shares that vested on 4/13/2015; 15,598 shares were returned to the Company to cover taxes and the remaining 17,274 shares were transferred to this account.
F122005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
F132006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
F142007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
F152008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F162009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F172010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F182011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F192012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F2Robert G. O'Brien Trust - account with Schwab .
F202013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F212014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F22Performance 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.
F23Performance 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.
F24Performance 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.
F25Performance 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.
F26Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee 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.
F32011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
F42012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
F52013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
F62014 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.
F72015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
F8Shares held by Robert L. O'Brien, son - Indirect
F9Shares held by Kathleen G. O'Brien, daughter - Indirect