Statement of Changes in Beneficial Ownership (4)
June 29 2017 - 6:40PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
ROSS STAN
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2. Issuer Name
and
Ticker or Trading Symbol
Forest City Realty Trust, Inc.
[
FCEA/FCEB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former Director
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(Last)
(First)
(Middle)
2029 CENTURY PARK EAST, SUITE 1530
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/28/2017
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(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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3/24/2017
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A
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5726
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A
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$0
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5726
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D
(1)
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Class A Common Stock
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6/28/2017
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M
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12674
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A
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$0
(15)
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67533
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2006 Stock Option Grant (right to buy)
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$46.37
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4/4/2008
(3)
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4/4/2016
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Class A Common
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10800
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10800
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D
(3)
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2007 Stock Option Grant (right to buy)
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$65.35
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3/29/2009
(4)
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3/29/2017
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Class A Common
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10800
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10800
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D
(4)
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2008 Stock Option Grant (right to buy)
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$37.68
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4/7/2009
(5)
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4/7/2018
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Class A Common
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5319
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5319
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D
(5)
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2010 Stock Option Grant (right to buy)
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$15.89
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4/14/2011
(6)
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4/14/2020
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Class A Common
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2001
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2001
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D
(6)
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2011 Stock Option Grant (right to buy)
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$17.72
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4/13/2012
(7)
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4/13/2021
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Class A Common
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2231
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2231
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D
(7)
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2012 Stock Option Grant (right to buy)
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$14.74
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4/11/2013
(8)
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4/11/2022
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Class A Common
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6625
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6625
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D
(8)
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2013 Stock Option Grant (right to buy)
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$17.60
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4/8/2014
(9)
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4/8/2023
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Class A Common
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4557
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4557
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D
(9)
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2014 Stock Option Grant (right to buy)
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$18.73
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3/28/2015
(10)
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3/28/2024
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Class A Common
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4743
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4743
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D
(10)
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2015 Stock Option Grant (right to buy)
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$24.62
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3/26/2016
(11)
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3/26/2025
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Class A Common
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7060
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7060
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D
(11)
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2016 Stock Option Grant (right to buy)
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$20.94
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3/23/2017
(12)
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3/23/2026
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Class A Common
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12510
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12510
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D
(12)
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Phantom Stock Dividend Equivalent Rights
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$0
(15)
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6/28/2017
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M
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12674
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8/8/1988
(13)
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8/8/1988
(14)
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Class A Common
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12674.162
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$0
(15)
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0
(15)
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D
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Explanation of Responses:
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(1)
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2017 Restricted Stock Grant - 100% vest on 3/24/2018.
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(2)
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Shares held direct in street account. 6/28/2017- A total of 12,674 phantom shares were paid in common stock, with cash payment in lieu of fractional shares, at the
election of the reporting person, following the reporting person's termination of service as a director.
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(3)
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2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
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(4)
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2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
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(5)
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2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 33.33% exercisable 4/07/2011.
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(6)
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2010 Stock Option Grant - 33.33% exercisable 4/14/2011; 33.33% exercisable 4/14/2012; and 33.33% exercisable 4/14/2013.
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(7)
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2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.
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(8)
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2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.
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(9)
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2013 Stock Option Grant - 33.33% exercisable 4/08/2014; 33.33% exercisable 4/08/2015; and 33.33% exercisable 4/08/2016.
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(10)
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2014 Stock Option Grant - 100% exercisable 3/28/2015.
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(11)
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2015 Stock Option Grant - 100% exercisable 3/26/2016.
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(12)
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2016 Stock Option Grant - 100% exercisable 3/23/2017.
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(13)
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Exercisable at retirement, termination, death or disability.
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(14)
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No present expiration date.
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(15)
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Phantom Stock - 1-for-1 - Following the reporting person's termination of service as a director, the phantom stock rights vested, resulting in shares issued to the reporting person and cash in lieu of fractional shares. The fair market value of the securities at the time of vesting is $24.36.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROSS STAN
2029 CENTURY PARK EAST, SUITE 1530
LOS ANGELES, CA 90067
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Former Director
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Signatures
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J. Matthew Shady, Attorney-In-Fact for Stan Ross
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6/29/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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