Amended Statement of Changes in Beneficial Ownership (4/a)
29 Septembre 2015 - 12:52AM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
RATNER CHARLES A
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2. Issuer Name
and
Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC
[
FCEA/FCEB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman of the Board
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(Last)
(First)
(Middle)
50 PUBLIC SQUARE, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/24/2015
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(Street)
CLEVELAND, OH 44113
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/28/2015
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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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9/24/2015
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S
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4371
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D
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$20.2063
(1)
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116819
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I
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See footnote
(1)
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Class A Common Stock
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9/24/2015
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S
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2822
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D
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$20.1966
(1)
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113997
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I
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See footnote
(1)
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Class A Common Stock
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9/24/2015
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S
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29407
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D
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$20.1545
(1)
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84590
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I
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See footnote
(1)
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Class A Common Stock
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4204
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I
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See footnote
(2)
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Class A Common Stock
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506007
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I
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See footnote
(3)
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Class A Common Stock
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9/24/2015
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S
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44000
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D
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$20.171
(4)
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337806
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I
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See footnote
(4)
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Class A Common Stock
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2236
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I
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See footnote
(5)
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Class A Common Stock
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8198
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I
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See footnote
(5)
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Class A Common Stock
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18679
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I
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See footnote
(5)
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Class A Common Stock
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5389
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I
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See footnote
(5)
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Class A Common Stock
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2948
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I
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See footnote
(6)
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Class A Common Stock
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98000
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I
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See footnote
(7)
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Class A Common Stock
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2227
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I
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See footnote
(8)
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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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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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56191
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56191
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I
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See footnote
(1)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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453536
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453536
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I
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See footnote
(1)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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5992
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5992
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I
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See footnote
(5)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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5992
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5992
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I
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See footnote
(5)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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5992
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5992
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I
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See footnote
(5)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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5992
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5992
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I
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See footnote
(5)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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73080
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73080
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I
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See footnote
(7)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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378500
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378500
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I
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See footnote
(8)
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Class B Common - Convertible
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$0
(13)
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8/8/1988
(13)
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8/8/1988
(13)
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Common Stock
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900
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900
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I
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See footnote
(9)
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2005 Stock Option Grant (right to buy)
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$31.75
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4/6/2007
(10)
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4/6/2015
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Class A Common
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40000
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40000
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D
(10)
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2006 Stock Option Grant (right to buy)
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$46.37
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4/4/2008
(11)
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4/4/2016
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Class A Common
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40000
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40000
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D
(11)
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2007 Stock Option Grant (right to buy)
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$65.35
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3/29/2009
(12)
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3/29/2017
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Class A Common
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40000
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40000
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D
(12)
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2008 Stock Option Grant (right to buy)
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$36.38
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6/18/2010
(12)
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6/18/2018
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Class A Common
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19691
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19691
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D
(12)
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2009 Stock Option Grant (right to buy)
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$7.80
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4/21/2011
(12)
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4/21/2019
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Class A Common
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24220
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24220
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D
(12)
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2010 Stock Option Grant (right to buy)
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$15.89
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4/14/2012
(12)
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4/14/2020
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Class A Common
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40289
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40289
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D
(12)
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2011 Stock Option Grant (right to buy)
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$17.72
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4/13/2013
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4/13/2021
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Class A Common
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26782
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26782
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D
(12)
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Explanation of Responses:
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(
1)
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Charles Ratner Revocable Trust dated 7/17/1981.. - trust holds 118,368 Class A Common shares; Class B Common shares - 56,191 shares are held as a direct limited partner of RMS, Ltd; 453,536 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.). 2,822 shares vested 4/13/2015 and were transferred to this account. The price $20.164 represents a weighed average of sales prices ranging from $20.125 per share to $20.22 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.
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(
2)
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Held by spouse in a street account.
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(
3)
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Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).
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(
4)
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Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner retains an income interest for life. Beneficiaries are his children: Kevin, Rachel and Jonathan. The price $20.171 represents a weighed average of sales prices ranging from $20.15 per share to $20.255 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.
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(
5)
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Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son)- 2,236 Class A shares and 5,992 Class B shares; Rachel Ratner (daughter) - 8,198 Class A shares and 5,992 Class B shares; Jonathan Ratner (son) - 18,679 Class A shares and 5,992 Class B shares & Adam Ratner (son) - 5,389 Class A shares and 5,992 Class B shares. Charles Ratner is Trustee. All Class B shares (except those held for the benefit of Adam) are held as a limited partnership interest in RMS, Ltd.. Charles Ratner disclaims any beneficial interest.
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(
6)
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Max Ratner 1988 Grandchildrens Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
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(
7)
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Max Ratner 1999 Irrevocable Trust - trust hold both Class A & Class B shares. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.
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(
8)
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Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
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(
9)
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General Partnership interest in RMS, Ltd. partnership a 10% shareholder.
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(
10)
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2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
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(
11)
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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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(
12)
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2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011. 2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012. 2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013. 2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. 2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
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(
13)
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Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date.
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Remarks:
Amended to add weighted sales detail to footnote.
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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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RATNER CHARLES A
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH 44113
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X
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X
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Chairman of the Board
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Signatures
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Geralyn M. Presti, Attorney-in-Fact for Charles A. Ratner
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9/28/2015
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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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