Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* RATNER JAMES A	2. Issuer Name and Ticker or Trading Symbol Forest City Realty Trust, Inc. [FCEA/FCEB]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2016
(Street) CLEVELAND, OH 44113 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/30/2016		G	39000	D	$0	259179	I	See footnote ⁽¹⁾
Class A Common Stock							95694	I	See footnote ⁽²⁾
Class A Common Stock							180328	I	See footnote ⁽³⁾
Class A Common Stock							26240	I	See footnote ⁽⁴⁾
Class A Common Stock							76525	I	See footnote ⁽⁵⁾
Class A Common Stock							10155	D ⁽⁶⁾
Class A Common Stock							11938	D ⁽⁷⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	556833		556833	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾	12/7/2016		G		6000	8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	467967	$0	461967	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	784		784	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	5992		5992	I	See footnote ⁽⁴⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	5992		5992	I	See footnote ⁽⁸⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	260235		260235	I	See footnote ⁽⁹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	260235		260235	I	See footnote ⁽¹⁰⁾
Class B Common - Convertible	$0 ⁽²⁶⁾						8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	38451		38451	I	See footnote ⁽¹¹⁾
2007 Stock Option Grant (right to buy)	$65.35						3/29/2009 ⁽¹²⁾	3/29/2017	Class A Common	25200		25200	D ⁽¹²⁾
2008 Stock Option Grant (right to buy)	$36.38						6/18/2010 ⁽¹³⁾	6/18/2018	Class A Common	17721		17721	D ⁽¹³⁾
2009 Stock Option Grant (right to buy)	$7.80						4/21/2011 ⁽¹⁴⁾	4/21/2019	Class A Common	21797		21797	D ⁽¹⁴⁾
2010 Stock Option Grant (right to buy)	$15.89						4/14/2012 ⁽¹⁵⁾	4/14/2020	Class A Common	36635		36635	D ⁽¹⁵⁾
2011 Stock Option Grant (right to buy)	$17.72						4/13/2013 ⁽¹⁶⁾	4/13/2021	Class A Common	24103		24103	D ⁽¹⁶⁾
2012 Stock Option Grant (right to buy)	$14.74						4/11/2014 ⁽¹⁷⁾	4/11/2022	Class A Common	32477		32477	D ⁽¹⁷⁾
2013 Stock Option Grant (right to buy)	$17.60						4/8/2015 ⁽¹⁸⁾	4/8/2023	Class A Common	30384		30384	D ⁽¹⁸⁾
2014 Stock Option Grant (right to buy)	$18.73						3/28/2016 ⁽¹⁸⁾	3/28/2024	Class A Common	28745		28745	D ⁽¹⁹⁾
2012 Performance Shares	$0						12/31/2015 ⁽¹⁶⁾	8/8/1988 ⁽²⁰⁾	Class A Common	20352		20352	D ⁽²⁰⁾
2013 Performance Shares	$0						12/31/2016 ⁽²¹⁾	8/8/1988 ⁽²¹⁾	Class A Common	17940		17940	D ⁽²¹⁾
2014 Performance Shares	$0						12/31/2017 ⁽²¹⁾	8/8/1988 ⁽²¹⁾	Class A Common	17796		17796	D ⁽²²⁾
2015 Performance Shares	$0						12/31/2017	8/8/1988	Class A Common	13539		13539	D ⁽²³⁾
2016 Performance Shares	$0						12/31/2018	8/8/1988	Class A Common	17908		17908	D ⁽²⁴⁾
2015 Out Performance Shares	$0						12/31/2017	8/8/1988	Class A Common	20000		20000	D ⁽²⁵⁾

Explanation of Responses:
( 1)	James Ratner Revocable Trust dated 12/04/1981. - trust holds 259,179 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 461,967 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 556,833 shares are held directly by the trust.
( 2)	Held by spouse at street account with UBS.
( 3)	Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
( 4)	Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
( 5)	Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
( 6)	2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
( 7)	2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
( 8)	Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
( 9)	Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
( 10)	Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
( 11)	Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest. James Ratner disclaims any beneficial interest.
( 12)	2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 13)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 14)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
( 15)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 16)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 17)	2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
( 18)	2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
( 19)	2014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
( 20)	Performance 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.
( 21)	Performance 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.
( 22)	Performance 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.
( 23)	Performance 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.
( 24)	Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 $20.94 per share. There is no fixed expiration date.
( 25)	Out 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.
( 26)	Class 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RATNER JAMES A 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH 44113		X	Executive Vice President

Signatures
Geralyn M. Presti, Attorney-in-Fact for James A. Ratner		2/13/2017
^** Signature of Reporting Person		Date

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