SEC Form 4 · accession 0001537301-15-000003
FOREST CITY ENTERPRISES INC · FCEA/FCEB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Passen
Officer — Exec VP - Human Resources
Period of report
Apr 11, 2015
Accepted (ET)
Apr 14, 2015 · 6:44 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 StockF1 | Apr 13, 2015 | F | 946 | $25.16 | D | 0 | D | |
| Class A Common StockF2 | Apr 11, 2015 | F | 651 | $25.47 | D | 3,960 | D | |
| Class A Common StockF3 | holding | — | — | — | 4,974 | D | ||
| Class A Common StockF4 | holding | — | — | — | 6,232 | D | ||
| Class A Common StockF5 | holding | — | — | — | 4,741 | D | ||
| Class A Common StockF6 | holding | — | — | — | 35,298 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2006 Stock Option Grant (right to buy)F7 | $46.37 | holding | — | — | — | Apr 4, 2008 | Apr 4, 2016 | Class A Common | 17,500 | 17,500 | D |
| 2007 Stock Option Grant (right to buy)F8 | $65.35 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2017 | Class A Common | 17,500 | 17,500 | D |
| 2008 Stock Option Grant (right to buy)F9 | $36.38 | holding | — | — | — | Jun 18, 2010 | Jun 18, 2018 | Class A Common | 8,860 | 8,860 | D |
| 2009 Stock Option Grant (right to buy)F10 | $7.80 | holding | — | — | — | Apr 21, 2011 | Apr 21, 2019 | Class A Common | 4,430 | 4,430 | D |
| 2010 Stock Option Grant (right to buy)F11 | $15.89 | holding | — | — | — | Apr 14, 2012 | Apr 14, 2020 | Class A Common | 7,387 | 7,387 | D |
| 2011 Stock Option Grant (right to buy)F12 | $17.72 | holding | — | — | — | Apr 13, 2013 | Apr 13, 2021 | Class A Common | 9,105 | 9,105 | D |
| 2012 Performance SharesF13 | $0.00 | holding | — | — | — | Dec 31, 2015 | Aug 8, 1988 | Class A Common | 7,919 | 7,919 | D |
| 2013 Performance SharesF14 | $0.00 | holding | — | — | — | Dec 31, 2016 | Aug 8, 1988 | Class A Common | 6,282 | 6,282 | D |
| 2014 Performance SharesF15 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 6,232 | 6,232 | D |
| 2015 Performance SharesF16 | $0.00 | holding | — | — | — | Dec 31, 2017 | Aug 8, 1988 | Class A Common | 4,741 | 4,741 | D |
Explanation of responses
- F12011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
- F102009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- F112010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- F122011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- F13Performance 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.
- F14Performance 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.
- F15Performance 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.
- F16Performance 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.
- F22012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
- F32013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
- F42014 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.
- F52015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
- F6Shares are held in street account with Securities America. Of the 1,980 shares that vested on 4/11/2015; 651 shares were returned to the Company to cover taxes and the remaining 1,329 shares were transferred to this account. Of the 2,878 shares that vested on 4/13/2015; 946 shares were returned to the Company to cover taxes and the remaining 1,932 shares were transferred to this account.
- F72006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
- F82007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
- F92008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.