FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 *

Obert Charles D 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr VP, Chief Acct Officer
(Last)          (First)          (Middle)

50 PUBLIC SQUARE, SUITE 1100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2017
(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)
Code V Amount (A) or (D) Price
Class A Common Stock                  3332   D   (1)
 
Class A Common Stock                  5205   D   (2)
 
Class A Common Stock   3/26/2017     F    447   D $21.83   2679   D   (3)
 
Class A Common Stock   3/23/2017     F    438   D $21.69   3940   D   (4)
 
Class A Common Stock                  26513   D   (5)
 
Class A Common Stock                  746.1129   (6) I   401k Plan   (6)

Table II - Derivative Securities 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 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2010 Stock Option Grant (right to buy)   $15.89                    4/14/2012   (7) 4/14/2020   Class A Common Stock   4000     4000   D   (7)
 
2011 Stock Option Grant (right to buy)   $17.72                    4/13/2013   (8) 4/13/2021   Class A Common Stock   4000     4000   D   (8)
 
2014 Performance Shares   $0                    12/31/2017   8/8/1988   (9) Class A Common   4271     4271   D   (9)
 
2015 Performance Shares   $0                    12/31/2017   8/8/1988   (10) Class A Common   3357     3357   D   (10)
 
2016 Performance Shares   $0                    12/31/2018   8/8/1988   (11) Class A Common   5253     5253   D   (11)
 
2015 Out Performance Shares   $0                    12/31/2017   8/8/1988   (12) Class A Common   20000     20000   D   (12)
 

Explanation of Responses:
( 1)  2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017. 1,666 shares vested on 4/08/2016 and were transferred to the DRS account referenced in footnote #5.
( 2)  2014 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.
( 3)  2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
( 4)  2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
( 5)  Shares are held by transfer agent in a direct registration account. 1,313 restricted shares vested on 3/23/2017 of those 438 shares were returned to the Company to cover taxes, the balance of the shares were transferred to this account. 1,339 restricted shares vested on 3/26/2017 of those 447 shares were returned to the Company to satisfy taxes, the balance of the shares were transferred to this account.
( 6)  FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings.
( 7)  2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 8)  2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 9)  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.
( 10)  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.
( 11)  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.
( 12)  Out 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Obert Charles D
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH 44113

Sr VP, Chief Acct Officer

Signatures
J. Matthew Shady, Attorney-In-Fact for Charles D. Obert 3/27/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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