Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 BRIAN J	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) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(Last) (First) (Middle) 50 PUBLIC SQUARE, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 4/8/2017
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	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								621495	I	See footnote ⁽¹⁾
Class A Common Stock								33692	I	See foot note ⁽²⁾
Class A Common Stock								432258	I	See foot note ⁽³⁾
Class A Common Stock								25000	I	See foot note ⁽¹⁶⁾
Class A Common Stock	4/8/2017		F		1169	D	$22.26	0	D ⁽⁴⁾
Class A Common Stock								4004	D ⁽⁵⁾
Class A Common Stock								3138	D ⁽⁶⁾
Class A Common Stock								5480	D ⁽⁷⁾
Class A Common Stock								7218	D ⁽⁸⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(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	900		900 ⁽⁹⁾	D
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	894		894	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	1000		1000	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	418773		418773	I	See footnote ⁽¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	100000		100000	I	See footnote ⁽³⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	344736		344736	I	See footnote ⁽¹⁰⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	158984		158984	I	See footnote ⁽¹¹⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	63290		63290	I	See footnote ⁽¹²⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	225547		225547	I	See footnote ⁽¹³⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	35238		35238	I	See footnote ⁽¹⁴⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	1580		1580	I	See footnote ⁽¹⁵⁾
Class B Common - Convertible	$0 ⁽²⁶⁾							8/8/1988 ⁽²⁶⁾	8/8/1988 ⁽²⁶⁾	Common Stock	85712		85712	I	See footnote ⁽¹⁶⁾
2008 Stock Option Grant (right to buy)	$36.38							6/18/2010 ⁽¹⁷⁾	6/18/2018	Class A Common	9492		9492	D ⁽¹⁷⁾
2009 Stock Option Grant (right to buy)	$7.80							4/21/2011 ⁽¹⁸⁾	4/21/2019	Class A Common	4746		4746	D ⁽¹⁸⁾
2010 Stock Option Grant (right to buy)	$15.89							4/14/2012 ⁽¹⁹⁾	4/14/2020	Class A Common	7913		7913	D ⁽¹⁹⁾
2011 Stock Option Grant (right to buy)	$17.72							4/13/2013 ⁽²⁰⁾	4/13/2021	Class A Common	9041		9041	D ⁽²⁰⁾
2014 Performance Shares	$0							12/31/2017	8/8/1988 ⁽²¹⁾	Class A Common	8008		8008	D ⁽²¹⁾
2015 Performance Shares	$0							12/31/2017	8/8/1988 ⁽²²⁾	Class A Common	6275		6275	D ⁽²²⁾
2016 Performance Shares	$0							12/31/2018	8/8/1988 ⁽²³⁾	Class A Common	7306		7306	D ⁽²³⁾
2017 Performance Shares	$0							12/31/2019	8/8/1988 ⁽²⁵⁾	Class A Common	7218		7218	D ⁽²⁴⁾
2015 Out Performance Shares	$0							12/31/2017	8/8/1988 ⁽²⁵⁾	Class A Common	14000		14000	D ⁽²⁵⁾

Explanation of Responses:
(1)	Brian Ratner Revocable Trust dated 8/18/1986. - trust holds 621,495 Class A Common shares; Class B Common shares - 894 shares are held as a direct limited partner of RMS, Ltd; 418,773 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. 4,272 restricted shares vested on 4/08/2017 of those 1,169 shares were returned to the Company to satisfy taxes, the balance of the shares were transferred to this account.
(2)	Albert B. Ratner 1989 Grand Childrens Trust - 7,096 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.
(3)	Albert B. Ratner 1986 Remainder Interest Trust - 216,129 Class A shares & 50,000 Class B shares for the benefit of David (son), and 216,129 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.
(4)	2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
(5)	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.
(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)	2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
(9)	General Partnership interest in RMS, Ltd. partnership a 10% sharelholder.
(10)	Albert 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.
(11)	Albert 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.
(12)	Albert 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.
(13)	Albert 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.
(14)	Albert Ratner 1986 Grandchildren's Trust for the benefit of David (son).
(15)	David Ratner, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
(16)	Emily F. Ratner Revocable Trust, Trustee - Brian Ratner (father) serves as trust advisor. Brian Ratner disclaims any beneficial interest.
(17)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
(18)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
(19)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
(20)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
(21)	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.
(22)	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.
(23)	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.
(24)	Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 $21.83 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 is convertible at any time - there is no fixed exercise date or expiration date.

Remarks:
Amended to add weighted sales detail to footnote.

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

Signatures
J. Matthew Shady, Attorney-in-Fact for Brian J. Ratner		4/11/2017
^** Signature of Reporting Person		Date

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