SEC Form 5 · accession 0001217462-15-000001
FOREST CITY ENTERPRISES INC · FCEA/FCEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Ratner
Officer — Executive Vice President · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 1:36 pm EST
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 StockF1 | Dec 19, 2014 | G | 23,800 | $0.00 | D | 607,374 | I | See footnote |
| Class A Common StockF2 | holding | — | — | — | 53,192 | I | See footnote | |
| Class A Common StockF3 | holding | — | — | — | 432,257 | I | See footnote | |
| Class A Common StockF15 | holding | — | — | — | 25,000 | I | See footnote | |
| Class A Common StockF4 | holding | — | — | — | 2,858 | D | ||
| Class A Common StockF5 | holding | — | — | — | 7,429 | D | ||
| Class A Common StockF6 | holding | — | — | — | 8,544 | D | ||
| Class A Common StockF7 | holding | — | — | — | 8,008 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common - ConvertibleF8,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 900 | 900 | D |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 894 | 894 | I |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,000 | 1,000 | I |
| Class B Common - ConvertibleF1,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 420,618 | 420,618 | I |
| Class B Common - ConvertibleF3,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 100,000 | 100,000 | I |
| Class B Common - ConvertibleF9,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 344,736 | 344,736 | I |
| Class B Common - ConvertibleF10,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 158,984 | 158,984 | I |
| Class B Common - ConvertibleF11,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 63,290 | 63,290 | I |
| Class B Common - ConvertibleF12,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 225,547 | 225,547 | I |
| Class B Common - ConvertibleF13,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 35,238 | 35,238 | I |
| Class B Common - ConvertibleF14,F26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 1,580 | 1,580 | I |
| Class B Common - ConvertibleF26 | $0.00 | holding | — | — | — | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 85,712 | 85,712 | I |
| 2005 Stock Option Grant (right to buy)F16 | $31.75 | holding | — | — | — | Apr 6, 2007 | Apr 6, 2015 | Class A Common | 15,000 | 15,000 | D |
| 2006 Stock Option Grant (right to buy)F17 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 4, 2016 | Class A Common | 15,000 | 15,000 | D |
| 2007 Stock Option Grant (right to buy)F18 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 15,000 | 15,000 | D |
| 2008 Stock Option Grant (right to buy)F19 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 9,492 | 9,492 | D |
| 2009 Stock Option Grant (right to buy)F20 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,746 | 4,746 | D |
| 2010 Stock Option Grant (right to buy)F21 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 7,913 | 7,913 | D |
| 2011 Stock Option Grant (right to buy)F22 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,041 | 9,041 | D |
| 2012 Performance SharesF23 | $0.00 | holding | — | — | — | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 9,905 | 9,905 | D |
| 2013 Performance SharesF24 | $0.00 | holding | — | — | — | Dec 31, 2016 | Aug 8, 1988 | Class A Common | 8,093 | 8,093 | D |
| 2014 Performance SharesF5,F25 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 8,008 | 8,008 | D |
Explanation of responses
- F1Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 607,374 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 403,844 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 1,000 shares are held directly by the trust.
- F10Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of David (son). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
- F11Albert B. Ratner 1989 Grand Childrens Trust - for the benefit of Emily (daughter). Brian Ratner disclaims any beneficial interest. Brian Ratner serves as trustee for the trust.
- F12Albert B. Ratner 1999 Revocable Trust - limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd., 107,771 shares for the benefit of David (son), and 117,776 shares for the benefit of Emily (daughter). Brian Ratner disclaims any benefical interest. Brian Ratner serves as an advisor to the trust.
- F13Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son).
- F14David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest.
- F15Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
- F162005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
- F172006 Stock Option Grant - 25% exercisable 4/4/2008; 25% exercisable 4/4/2009; and 50% exercisable on 4/4/2010.
- F182007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
- F192008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
- F2Albert B. Ratner 1989 Grand Childrens Trust - 26,596 shares for the benefit of David (son), and 26,596 shares for the benefit of Emily (daughter). Brian Ratner serves as trustee for the trust.
- F202009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F212010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F222011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- 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.
- F26Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date. Class B Common shares are being moved to Table II since they are convertible at fixed price and thus treated as derivative securities.
- F3Albert B. Ratner 1986 Remainder Interest Trust - 216,129 Class A shares & 50,000 Class B shares for the benefit of David (son), and 216,128 Class A shares & 50,000 Class B shares for the benefit of Emily (daughter). Brian Ratner serves as a trust advisor. Brian Ratner disclaims any beneficial interest.
- F42011 Restricted Stock Grant - 25% vest on 4/13/20123 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
- F52012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
- F62013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
- F72014 Restricted Stock Grant - 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
- F8General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
- F9Albert Ratner 1989 Grandchildren Trust - 172,547 shares for the benefit of David (son), and 172,189 shares for the benefit of Emily (daughter) as a limited partner of FCE Managment, L.P., a limited partner of RMS, Ltd. Brian Ratner serves as trustee for the trust.