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).         
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 *

Molinelli Gavin 		2. Issuer Name and Ticker or Trading Symbol

Forest City Realty Trust, Inc. [ FCEA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

777 THIRD AVENUE, 18TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2018
(Street)

NEW YORK, NY 10017
(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, $0.01 par value   12/7/2018     D    5432   D   (1) 0   D   (1)  
Class A Common Stock, $0.01 par value   12/7/2018     D    11190967   D   (3) 0   I   By Starboard Value and Opportunity Master Fund Ltd   (2) (4)
Class A Common Stock, $0.01 par value   12/7/2018     D    1327356   D   (3) 0   I   By Starboard Value and Opportunity S LLC   (2) (5)
Class A Common Stock, $0.01 par value   12/7/2018     D    754811   D   (3) 0   I   By Starboard Value and Opportunity C LP   (2) (6)
Class A Common Stock, $0.01 par value   12/7/2018     D    235454   D   (3) 0   I   By Starboard Leaders Romeo LLC   (2) (7)
Class A Common Stock, $0.01 par value   12/7/2018     D    1763635   D   (3) 0   I   By Managed Account of Starboard Value LP   (2) (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Pursuant to a Merger Agreement dated July 30, 2018, among the Issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), at the effective time of the Merger, as contemplated in the Merger Agreement (the "Effective Time"), the restricted shares, outstanding immediately prior to the Effective Time automatically vested and entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest and less any applicable tax withholdings.
(2)  The Reporting Person may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended, and as such, may be deemed to beneficially own the securities reported herein. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)  Pursuant the Merger Agreement, at the Effective Time, all shares held as of the Effective Time entitled the holder to receive a cash payment of the Merger Consideration without interest.
(4)  Securities owned directly by Starboard Value and Opportunity Master Fund Ltd.
(5)  Securities owned directly by Starboard Value and Opportunity S LLC.
(6)  Securities owned directly by Starboard Value and Opportunity C LP.
(7)  Securities owned directly by Starboard Leaders Romeo LLC.
(8)  Securities held in a certain account managed by Starboard Value LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Molinelli Gavin
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY 10017 		X



Signatures
/s/ Gavin T. Molinelli 12/11/2018
** 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.
Forest City Realty Trust, Inc. (NYSE:FCE.A)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Forest City Realty Trust, Inc. Charts.
Forest City Realty Trust, Inc. (NYSE:FCE.A)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Forest City Realty Trust, Inc. Charts.