SEC Form 4 · accession 0001379748-15-000001
FOREST CITY ENTERPRISES INC · FCEA/FCEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce C Ratner
Officer — Executive Vice President · Director
Period of report
Sep 1, 2015
Accepted (ET)
Sep 3, 2015 · 9:52 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 CommonF1 | holding | — | — | — | 22,500 | D | ||
| Class A CommonF2 | holding | — | — | — | 15,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common UnitsF5,F3,F6 | $23.17 | Sep 1, 2015 | J | 52,873 | D | Nov 8, 2007 | Aug 8, 1988 | Class A Common Stock | 716,801 | 663,928 | I |
| Class A Common UnitsF3,F6 | $0.00 | holding | — | — | — | Nov 8, 2007 | Aug 8, 1988 | Class A Common Stock | 183,610 | 183,610 | D |
Explanation of responses
- F1Share are held in a street account with Merrill Lynch.
- F2Shares are held in a street account with Chase for the benefit of stepson Michael Carajohn, Bruce Ratner's spouse Pamela R. Lipkin is account custodian.
- F3Class A Common Units of Forest City Master Associates III, LLC (a subsidiary of Forest City Enterprises, Inc.) are convertible into Forest City Enterprises, Inc. Class A Common Stock on a equal number basis or cash at the discretion of Forest City Enterprises, Inc.
- F4Represents 52,873 Class A Common Units that were held indirectly by Bruce C. Ratner through five entities and distributed to redeem two partners' interests in such entities.
- F5Units are held indirectly through an entity (LLC, Trust etc.).
- F6There is no expiration date.
Remarks
Subject to certain exceptions, the Class A Common Units were generally not convertible until November 8, 2007. Mr. Ratner disclaims beneficial ownership of all Class A Common Units, including any shares of Class A Common Stock into which such Class A Common Units are convertible, except to the extent of any direct or indirect pecuniary interest therein.