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4
HARMON DEBORAH L filed this Form 4 on 12/27/2016
Entire Document
 
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HARMON DEBORAH L

(Last) (First) (Middle)
5425 WISCONSIN AVENUE, SUITE 802

(Street)
CHEVY CHASE MD 20815

(City) (State) (Zip)
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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 2,984 D(1)
Class A Common Stock 400 D(2)
Class A Common Stock 20,588 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
2008 Stock Option Grant (right to buy) $37.68 04/07/2009(4) 04/07/2018 Class A Common 5,319 5,319 D(4)
2011 Stock Option Grant (right to buy) $17.72 04/13/2012(5) 04/13/2021 Class A Common 4,463 4,463 D(5)
2012 Stock Option Grant (right to buy) $14.74 04/11/2013(6) 04/11/2022 Class A Common 7,216 7,216 D(6)
2014 Stock Option Grant (right to buy) $18.73 03/28/2015(7) 03/28/2024 Class A Common 4,743 4,743 D(7)
2016 Stock Option Grant (right to buy) $20.94 03/23/2017(8) 03/23/2026 Class A Common 12,510 12,510 D(8)
Phantom Stock Dividend Equivalent Rights $0(9) 12/23/2016 A V 12.653 08/08/1988(10) 08/08/1988(11) Class A Common 4,232.56 $20.07 4,245.213(9) D
Explanation of Responses:
1. 2016 Restricted Stock Grant - 100% vest on 3/23/2017.
2. Shares are held in street account.
3. Shares are held in Direct Registration Account.
4. 2008 Stock Option Grant - 33.33% exercisable 4/07/2009; 33.33% exercisable 4/07/2010; and 34.33 exercisable 4/07/2011.
5. 2011 Stock Option Grant - 33.33% exercisable 4/13/2012; 33.33% exercisable 4/13/2013; and 33.33% exercisable 4/13/2014.
6. 2012 Stock Option Grant - 33.33% exercisable 4/11/2013; 33.33% exercisable 4/11/2014; and 33.33% exercisable 4/11/2015.
7. 2014 Stock Option Grant - 100% exercisable 3/28/2015.
8. 2016 Stock Option Grant - 100% exercisable 3/23/2017.
9. Phantom Stock - 1-for-1 - Deferred compensation plan contributions. Plan requires participants to make a annual defined election. Ms Harmon is currently contributing $8,125 on a quarterly basis from director fees paid after each quarterly meeting. Additional shares due to reinvestment of dividend.
10. Exercisable at retirement, termination, death or disability.
11. No present expiration date.
Remarks:
Geralyn M. Presti, Attorney-In-Fact for Deborah L. Harmon 12/27/2016
** 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 Number.
SEC FORMS 4 & 5

POWER OF ATTORNEY


The undersigned, designated by the Board of Directors as a Section 16
Company Insider, hereby constitutes and appoints Gerayln M. Presti,
J. Matthew Shady and Patricia A. Comai, with full power of substitution 
and resubstitution, as attorney of the undersigned, their name, place
and stead, to sign and file under the Securities Exchange Act of 1934,
Section 16 Reporting Forms, any and all amendments and apply for EDGAR
Access Codes as required thereto, to be filed with the Securities and
Exchange Commission pertaining to such filing, with full power and
authority to do and perform any and all acts and things whatsoever
required and necessary to be done in the premises, hereby ratifying
and approving the act of said attorney and any such substitute.

EFFECTIVE as of February 26, 2013.


By:	\s\ Deborah L. Harmon
	Deborah L. Harmon