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 ^* O'Brien Robert G.	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) Exec VP & CFO
(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								71581	I	See footnote ⁽¹⁾
Class A Common Stock	4/8/2017		F		11579	D	$22.26	0	D ⁽²⁾
Class A Common Stock								11345	D ⁽³⁾
Class A Common Stock								16301	D ⁽⁴⁾
Class A Common Stock								10745	D ⁽⁵⁾
Class A Common Stock								12537	I	See footnote ⁽⁷⁾
Class A Common Stock								12553	I	See footnote ⁽⁸⁾
Class A Common Stock								12553	I	See footnote ⁽⁹⁾
Class A Common Stock								232257	D ⁽¹⁰⁾
Class A Common Stock								13353	D ⁽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)
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)
2008 Stock Option Grant (right to buy)	$36.38							6/18/2010 ⁽¹¹⁾	6/18/2018	Class A Common	28059		28059	D ⁽¹¹⁾
2009 Stock Option Grant (right to buy)	$7.80							4/21/2011 ⁽¹²⁾	4/21/2019	Class A Common	7011		7011	D ⁽¹²⁾
2010 Stock Option Grant (right to buy)	$15.89							4/14/2012 ⁽¹³⁾	4/14/2020	Class A Common	26893		26893	D ⁽¹³⁾
2011 Stock Option Grant (right to buy)	$17.72							4/13/2013 ⁽¹⁴⁾	4/13/2021	Class A Common	38547		38547	D ⁽¹⁴⁾
2012 Stock Option Grant (right to buy)	$14.74							4/11/2014 ⁽¹⁵⁾	4/11/2022	Class A Common	39694		39694	D ⁽¹⁵⁾
2013 Stock Option Grant (right to buy)	$17.60							4/8/2015 ⁽¹⁶⁾	4/8/2023	Class A Common	33422		33422	D ⁽¹⁶⁾
2014 Stock Option Grant (right to buy)	$18.73							3/28/2016 ⁽¹⁷⁾	3/28/2024	Class A Common	31620		31620	D ⁽¹⁷⁾
2014 Performance Shares	$0							12/31/2017	8/8/1988 ⁽¹⁸⁾	Class A Common	19576		19576	D ⁽¹⁸⁾
2015 Performance Shares	$0							12/31/2017	8/8/1988 ⁽¹⁹⁾	Class A Common	15339		15339	D ⁽¹⁹⁾
2016 Performance Shares	$0							12/31/2018	8/8/1988 ⁽²⁰⁾	Class A Common	21489		21489	D ⁽²⁰⁾
2017 Performance Shares	$0							12/31/2019	8/8/1988	Class A Common	20029		20029	D ⁽²¹⁾
2015 Out Performance Shares	$0							12/31/2017	8/8/1988 ⁽²²⁾	Class A Common	40000		40000	D ⁽²²⁾

Explanation of Responses:
(1)	Robert G. O'Brien Trust - account with Schwab .
(2)	2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
(3)	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.
(4)	2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
(5)	2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
(6)	2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
(7)	Shares held by Robert L. O'Brien, son - Indirect
(8)	Shares held by Kathleen G. O'Brien, daughter - Indirect
(9)	Shares held by Sara F. O'Brien, daughter - Indirect
(10)	Shares are held by Robert & Ann (wife) O'Brien in a street account at Commonwealth. 24,148 restricted shares vested on 4/08/2017, of those 11,579 shares were returned to the Company to cover taxes, the balance of the shares were moved to this account.
(11)	2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
(12)	2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
(13)	2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
(14)	2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
(15)	2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
(16)	2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
(17)	2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
(18)	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.
(19)	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.
(20)	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.
(21)	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.
(22)	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.

Remarks:
Original filing erroneously did not show the vested shares moving to the street account; the filing was amended to correct total number of unvested shares and the correct number of shares held in the street account. Footnotes to the original filing explaining the vestings and account movements were correct.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
O'Brien Robert G. 50 PUBLIC SQUARE, SUITE 1100 CLEVELAND, OH 44113			Exec VP & CFO

Signatures
J. Matthew Shady, Attorney-In-Fact for Robert G. O'Brien		4/11/2017
^** Signature of Reporting Person		Date

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