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POSASR
FOREST CITY REALTY TRUST, INC. filed this Form POSASR on 12/07/2018
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DEREGISTRATION OF SECURITIES

On January 4, 2016, Forest City Realty Trust, Inc., a Maryland corporation (the “Registrant”) filed with the Securities and Exchange Commission an automatically effective Registration Statement on Form S-3 (File No. 333-208829) in respect of the 1,956,788 shares of Class A common stock of the Registrant (the “Registration Statement”).

On July 30, 2018, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Registrant, Antlia Holdings LLC, a Delaware limited liability company (“Parent”), and Antlia Merger Sub Inc., a Maryland corporation (“Merger Sub”). On December 7, 2018, pursuant to the Merger Agreement, following the filing of the Articles of Merger with the State Department of Assessments and Taxation of the State of Maryland (the “Effective Time”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”), and each share of Class A common stock of the Registrant issued and outstanding immediately prior to the Effective Time (other than any shares of Class A common stock owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, in each case not held on behalf of third parties) was automatically canceled and converted into the right to receive an amount in cash equal to $25.35. In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement.

In compliance with the Registrant’s undertaking in Part II, Item 17(a)(3) of the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister such number of shares of Class A common stock of the Registrant that remain unsold and are covered by the Registration Statement on the date hereof.

 

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