Filing Details
- Accession Number:
- 0001193125-17-368546
- Form Type:
- 13D Filing
- Publication Date:
- 2017-12-13 19:39:56
- Filed By:
- Rms Ltd
- Company:
- Forest City Realty Trust Inc.
- Filing Date:
- 2017-12-14
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| RMS, Ltd | 11,350,000 | 0 | 11,350,000 | 0 | 11,350,000 | 4.25% |
| Powell Partners, Limited | 17,685 | 0 | 17,685 | 0 | 17,685 | 0.006% |
| Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated | 92,464 | 0 | 92,464 | 0 | 92,464 | 0.14% |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3 | 809,148 | 0 | 809,148 | 0 | 809,148 | 0.3% |
| David J. Ratner Trust Agreement dated May 4 | 2,069 | 0 | 2,069 | 0 | 2,069 | 0.0000007% |
| Albert B. Ratner 1989 Grandchildren 146 s Trust Agreement dated June 1 | 291,402 | 0 | 291,402 | 0 | 291,402 | 0.1% |
| Albert B. Ratner 1986 Grandchildren 146 s Trust Agreement dated December | 46,161 | 0 | 46,161 | 0 | 46,161 | 0.01% |
| Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December | 626,514 | 0 | 626,514 | 0 | 626,514 | 0.2% |
| Emily F. Ratner Revocable Trust Agreement dated August 15 | 137,282 | 0 | 137,282 | 0 | 137,282 | 0.05% |
| Albert B. Ratner 1989 Grandchildren 146 s Trust Agreement dated June 1 | 185,073 | 0 | 185,073 | 0 | 185,073 | 0.06% |
| Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated (Trustee Deborah Ratner Salzberg) | 1,117,364 | 0 | 1,117,364 | 0 | 1,117,364 | 0.4% |
| Trust Agreement of Anna Salzberg dated September 30 | 6,602 | 0 | 6,602 | 0 | 6,602 | 0.002% |
| Albert B. Ratner 1989 Grandchildren 146 s Trust Agreement dated June 1 | 186,046 | 0 | 186,046 | 0 | 186,046 | 0.06% |
| Albert B. Ratner 1989 Grandchildren 146 s Trust Agreement dated June 1 | 299,746 | 0 | 299,746 | 0 | 299,746 | 0.1% |
| Jonathan Ratner 199 | 320,903 | 0 | 320,903 | 0 | 320,903 | 0.1% |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated (Co Trustees Kevin Ratner and Ronald Ratner) | 273,316 | 0 | 273,316 | 0 | 273,316 | 0.1% |
| Rachel Ratner 1988 Trust Agreement dated November | 297,389 | 0 | 297,389 | 0 | 297,389 | 0.1% |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December | 193,734 | 0 | 193,734 | 0 | 193,734 | 0.07% |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner (Co Trustees Charles Ratner and James Ratner) | 13,238 | 0 | 13,238 | 0 | 13,238 | 0.004% |
| James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated (Co Trustees James Ratner and Ronald Ratner) | 1,006,903 | 0 | 1,006,903 | 0 | 1,006,903 | 0.3% |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner (Co Trustees Charles Ratner, Mark Ratner, Ronald Ratner) | 22,508 | 0 | 22,508 | 0 | 22,508 | 0.08% |
| Mark Ratner, Trustees of the Mark Ratner Revocable Trust Agreement dated September 10, 1983, as amended and restated | 725,830 | 0 | 725,830 | 0 | 725,830 | 0.2% |
| Daniel E. Ratner 1994 Trust Agreement dated March | 136,145 | 0 | 136,145 | 0 | 136,145 | 0.05% |
| Max Ratner 1988 Grandchildren 146 s Trust Agreement dated December | 167,064 | 0 | 167,064 | 0 | 167,064 | 0.06% |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner (Co Trustees Charles Ratner, James Ratner and Ronald Ratner) | 91,187 | 0 | 91,187 | 0 | 91,187 | 0.03% |
| Stacy Ratner 1994 Trust Agreement dated March | 421,469 | 0 | 421,469 | 0 | 421,469 | 0.1% |
| Ronald Ratner, Trustee of the Ronald Ratner Revocable Trust Agreement dated December 18, 1986, as amended and restated | 538,919 | 0 | 538,919 | 0 | 538,919 | 0.2% |
| Max Ratner 1988 Grandchildren 146 s Trust Agreement dated December | 275,587 | 0 | 275,587 | 0 | 275,587 | 0.1% |
| Max Ratner 1988 Grandchildren 146 s Trust Agreement dated December | 434,097 | 0 | 434,097 | 0 | 434,097 | 0.16% |
| Tawny Ratner | 20,681 | 0 | 20,681 | 0 | 20,681 | 0.007% |
| Max Miller Revocable Trust (Co Trustees Max Miller and Abraham Miller) | 21,878 | 0 | 21,878 | 0 | 21,878 | 0.008% |
| Ruth Miller 1989 Grandchildren 146 s Trust Agreement dated December 1, 1989 FBO Max Miller (Trustee Abraham Miller) | 111,646 | 0 | 111,646 | 0 | 111,646 | 0.04% |
| Abraham Miller | 110,776 | 0 | 110,776 | 0 | 110,776 | 0.04% |
| Abraham Miller | 41,000 | 0 | 41,000 | 0 | 41,000 | 0.01% |
| Trust Agreement of Jacob Andrew Miller dated March 1 | 21,878 | 0 | 21,878 | 0 | 21,878 | 0.008% |
| Ruth Miller 1989 Grandchildren 146 s Trust Agreement dated December 5, 1989 FBO Jacob Miller (Trustee Abraham Miller) | 120,645 | 0 | 120,645 | 0 | 120,645 | 0.04% |
| Abraham Miller | 41,000 | 0 | 41,000 | 0 | 41,000 | 0.01% |
| Gabrielle Miller Trust Agreement dated November | 252,505 | 0 | 252,505 | 0 | 252,505 | 0.09% |
| Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller (Trustee Gabrielle Miller) | 40,284 | 0 | 40,284 | 0 | 40,284 | 0.01% |
| Ruth Miller 1989 Grandchildren 146 s Trust Agreement dated December 1, 1989 FBO Elena Miller (Co Trustee Aaron Miller and Abraham Miller) | 13,360 | 0 | 13,360 | 0 | 13,360 | 0.005% |
| Sam Miller, Trustee | 1,334,373 | 1,334,373 | 0 | 1,334,373 | 0.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Forest City Realty Trust, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
345605109
(CUSIP Number)
Mark R. Tepsich, Esq.
Terminal Tower, Suite 1600
50 Public Square
Cleveland, OH 44113
(216) 592-1321
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 9, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) | Names of reporting persons
RMS, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Ohio | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
11,350,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
11,350,000 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
11,350,000 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
4.25% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Powell Partners, Limited | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
Ohio | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
17,685 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
17,685 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
17,685 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.006% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Albert Ratner, Trustee of the Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
92,464 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
92,464 (See Note 2) | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
92,464 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.14% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated (Co Trustees: Albert Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
809,148 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
809,148 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
809,148 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.3% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
David J. Ratner Trust Agreement dated May 4, 2008 (Co Trustees: David Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
2,069 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
2,069 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,069 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.0000007% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO David Ratner (Trustee: Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
291,402 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
291,402 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
291,402 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1986 Grandchildrens Trust Agreement dated December 29, 1986 FBO David Ratner (Co Trustees: James Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
46,161 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
46,161 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
46,161 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.01% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December 29, 1986 (Co Trustees: Deborah Ratner Salzberg and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
626,514 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
626,514 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
626,514 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.2% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 (Co Trustees: Emily F. Ratner and Tawny Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
137,282 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
137,282 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
137,282 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.05% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Emily Ratner (Co Trustees: James Ratner and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
185,073 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
185,073 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
185,073 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.06% | |||||
| (14) | Type of reporting person
PN | |||||
| (1) | Names of reporting persons
Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
1,117,364 (See Note 3) | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
1,117,364 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,117,364 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.4% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Trust Agreement of Anna Salzberg dated September 30, 2009 (Co Trustees: Anna Salzberg and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
6,602 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
6,602 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
6,602 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.002% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Anna Salzberg (Co Trustees: James Ratner and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
186,046 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
186,046 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
186,046 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.06% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Eric Salzberg (Co Trustees: James Ratner and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
299,746 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
299,746 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
299,746 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 (Co Trustees: James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
320,903 (See Note 4) | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
320,903 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
320,903 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated (Co Trustees: Kevin Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
273,316 (See Note 5) | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
273,316 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
273,316 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Rachel Ratner 1988 Trust Agreement dated November 26, 1988 (Co Trustees: Rachel Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
297,389 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
297,389 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
297,389 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner (Co Trustees: Deborah Ratner Salzberg and Brian Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
193,734 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
193,734 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
193,734 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.07% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
13,238 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
13,238 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
13,238 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.004% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated (Co Trustees: James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
1,006,903 (See Note 6) | ||||
| (8) | Shared voting power
| |||||
| (9) | Sole dispositive power
1,006,903 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,006,903 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.3% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner (Co Trustees: Charles Ratner, Mark Ratner, Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
22,508 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
22,508 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
22,508 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.08% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Mark Ratner, Trustees of the Mark Ratner Revocable Trust Agreement dated September 10, 1983, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
725,830 (See Note 7) | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
725,830 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
725,830 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.2% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
136,145 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
136,145 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
136,145 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.05% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner (Co Trustees: Albert Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
167,064 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
167,064 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
167,064 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.06% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner (Co Trustees: Charles Ratner, James Ratner and Ronald Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
91,187 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
91,187 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
91,187 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.03% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated (Co Trustees: Charles Ratner and James Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
421,469 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
421,469 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
421,469 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Ronald Ratner, Trustee of the Ronald Ratner Revocable Trust Agreement dated December 18, 1986, as amended and restated | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
538,919 (See Note 8) | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
538,919 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
538,919 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.2% | |||||
| (14) | Type of reporting person
OO | |||||
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Matthew Ratner (Co Trustees: Albert Ratner and Charles Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
275,587 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
275,587 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
275,587 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Sarah Ratner (Co Trustees: Albert Ratner and Charles Ratner) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
434,097 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
434,097 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
434,097 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.16% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Tawny Ratner | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
20,681 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
20,681 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
20,681 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.007% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Max Miller Revocable Trust (Co Trustees: Max Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
21,878 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
21,878 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
21,878 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.008% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Max Miller (Trustee: Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
111,646 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
111,646 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
111,646 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.04% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 (Co Trustees: Bruce Geier and Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
110,776 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
110,776 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
110,776 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.04% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
41,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
41,000 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
41,000 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.01% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Trust Agreement of Jacob Andrew Miller dated March 12, 2010 (Co Trustees: Jacob Andrew Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
21,878 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
21,878 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
21,878 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.008% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildrens Trust Agreement dated December 5, 1989 FBO Jacob Miller (Trustee: Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
120,645 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
120,645 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
120,645 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.04% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller (Trustee: Deborah Ratner Salzberg) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
41,000 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
41,000 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
41,000 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.01% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated (Trustee: Richard Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
252,505 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
252,505 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
252,505 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.09% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller (Trustee: Gabrielle Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
40,284 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
40,284 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
40,284 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.01% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Elena Miller (Co Trustee: Aaron Miller and Abraham Miller) | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
13,360 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
13,360 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
13,360 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.005% | |||||
| (14) | Type of reporting person
IN | |||||
| (1) | Names of reporting persons
Sam Miller, Trustee | |||||
| (2) | Check the appropriate box if a member of a group
(a) ☐ (b) ☐ | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds
00 | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
| (7) | Sole voting power
1,334,373 | ||||
| (8) | Shared voting power
0 | |||||
| (9) | Sole dispositive power
1,334,373 | |||||
| (10) | Shared dispositive power
0 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
1,334,373 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares
☐ | |||||
| (13) | Percent of class represented by amount in Row (11)
0.5% | |||||
| (14) | Type of reporting person
IN | |||||
Notes to Cover Page of Schedule 13D
| Note 1. | Intentionally Omitted. | |
| Note 2. | In addition, Albert Ratner personally holds sole dispositive power over 4,395 Class A Common Stock. Audrey G. Ratner, wife of Albert Ratner, beneficially owns 37,179 shares of Class A Common Stock. | |
| Note 3. | In addition, Michael Salzberg, Deborahs husband, owns 55,790 .63 shares of Class A Common Stock. | |
| Note 4. | In addition, Jon Ratner also beneficially owns 10,191 shares of Class A Common Stock held personally. | |
| Note 5. | In addition, Kevin Ratner also beneficially owns 13,524 shares of Class A Common Stock held personally. | |
| Note 6. | In addition, James Ratners wife, Susan Ratner, also beneficially owns 95, 694 shares of Class A Common Stock. | |
| Note 7. | In addition, Nancy Ratner, wife of Mark Ratner also beneficially owns 159,477 shares of Class A Common Stock. | |
| Note 8. | In addition, Deborah B. Ratner, Trustee, wife of Ronald Ratner, also beneficially owns 152,681 shares of Class A Common Stock. Ron Ratner also beneficially owns 1,179 shares of Class A Common Stock held personally. | |
Explanatory Note
This Amendment No. 8 (Amendment No. 8) to Schedule 13D is being jointly filed by (i) RMS, Limited Partnership, an Ohio limited partnership (RMS), (ii) Powell Partners, Limited, an Ohio limited partnership (Powell) and (iii) the shareholders (Shareholder(s)) that were party to the Ratner, Miller and Shafran Shareholders Agreement (Shareholders Agreement) (collectively, the Reporting Persons ). This Amendment No. 8 amends the initial statement on Schedule 13D filed on November 17, 2006 (the Original Schedule 13D), the Amendment No. 2 to Schedule 13D filed on August 24, 2007 (Amendment No. 2), the Amendment No. 3 to Schedule 13D filed on September 28, 2012 (Amendment No. 3), the Amendment No. 4 to Schedule 13D filed on December 31, 2013 (Amendment No. 4), the Amendment No. 5 to Schedule 13D filed on July 2, 2014 (Amendment No. 5), the Amendment No. 6 to Schedule 13D filed on January 13, 2016 (Amendment No. 6) and the Amendment No. 7 to Schedule 13D filed on December 7, 2016 (Amendment No. 7 and together with the Original Schedule 13D, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the Schedule 13D).
This Schedule 13D relates to the Class A Common Stock, $0.01 par value per share (the Class A Common Stock), of Forest City Realty Trust, Inc., a Maryland corporation (the Company). On June 9, 2017, the Companys reclassification (the Reclassification) was completed and each outstanding share of Class B Common Stock, $0.01 par value per share (the Class B Common Stock), was reclassified and exchanged into 1.31 shares of Class A Common Stock (with a right to cash in lieu of fractional shares), thereby eliminating the Companys dual-class stock structure. Following the Reclassification, on June 9, 2017, RMS made a pro rata distribution (the Distribution) to its partners of all shares of Class A Common Stock it received in the Reclassification, other than 11,350,000 shares of Class A Common Stock that RMS retained to satisfy the one-year holding requirement it agreed to pursuant to the memorandum of understanding with respect to a proposed settlement of litigation arising out of the Reclassification.
All information is provided as of June 9, 2017, after giving effect to the Reclassification and Distribution, none of the Reporting Persons is the beneficial owner of more than five percent of any class of the Companys securities. In addition, no group (as defined in Rule 13d-5 under the Securities Exchange Act of 1934 (the Exchange Act)) of the Reporting Persons is the beneficial owner of more than five percent of any class of the Companys securities.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated in its entirety to read:
This Schedule 13D relates to the Class A Common Stock, $0.01 par value per share (the Class A Common Stock), of Forest City Realty Trust, Inc., a Maryland corporation (the Company). The address of the principal executive offices of the Company is Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On June 9, 2017, the Reclassification was completed.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety to read:
(a)-(b) Refer to the cover page of this Schedule 13D and the accompanying footnotes for information with respect to sole and/or shared voting and dispositive power of the Reporting Persons and shares that may be acquired by the Reporting Persons in the next 60 days, which information is incorporated into this Item 5. The information is based on an approximately 266,766,419 shares of Class A Common Stock outstanding following the Reclassification (estimated based on information included in the Proxy Statement/Prospectus related to the Reclassification).
| Person | Shares Beneficially Owned | Percent of Outstanding Shares (1) | ||||||
| 1.) RMS, Ltd. | 11,350,000 | 4.25 | % | |||||
| 2.) Powell Partners, Ltd. | 17,685 | 0.006 | % | |||||
| 3.) Albert B. Ratner, Revocable Trust | 383,983 | .14 | % | |||||
| 4.) Brian Ratner, Revocable Trust | 809,148 | 0.3 | % | |||||
| 5.) David J. Ratner Trust Agreement dated May 4, 2008 | 2,069 | 0.0000007 | % | |||||
| 6.) Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO David Ratner | 291,402 | 0.1 | % | |||||
| 7.) Albert B. Ratner 1986 Grandchildrens Trust Agreement dated December 29, 1986 FBO David Ratner | 46,161 | 0.01 | % | |||||
| 8.) Albert B. Ratner 1986 Remainder Interest Trust Agreement dated December 29, 1986 | 626,514 | 0.23 | % | |||||
| 9.) Emily F. Ratner Revocable Trust Agreement Dated August 15, 2007 | 137,282 | 0.05 | % | |||||
| 10.) Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 Emily Ratner | 185,073 | 0.06 | % | |||||
| 11.) Deborah Ratner Salzberg | 1,117,364 | 0.4 | % | |||||
| 12.) Trust Agreement of Anna Salzberg dated September 30, 2009 | 6,602 | 0.002 | % | |||||
| 13.) Albert B. Ratner 1989 Grandchildrens Trust Agreement Dated June 12, 1989 FBO Anna Salzberg | 186,046 | 0.06 | % | |||||
| 14.) Albert B. Ratner 1989 Grandchildrens Trust Agreement Dated June 12, 1989 FBO Eric Salzberg | 299,746 | 0.1 | % | |||||
| 15.) Jonathan Ratner 1992 Trust Agreement Dated January 2, 1992 | 320,903 | 0.1 | % | |||||
| 16.) Kevin Ratner 1986 Trust Agreement dated December 18, 1986 | 273,316 | 0.1 | % | |||||
| 17.) Rachel Ratner 1988 Trust Agreement dated November 26, 1988 | 297,389 | 0.1 | % | |||||
| 18.) Max Ratner Family 1999 Irrevocable Trust Agreement Dated December 28, 1999 FBO Adam Ratner | 193,734 | 0.07 | % | |||||
| 19.) Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner | 13,238 | 0.004 | % | |||||
| 20.) James Ratner Revocable Trust Agreement dated December 4, 1981 | 1,006,903 | 0.3 | % | |||||
| 21.) James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner | 22,508 | 0.008 | % | |||||
| 22.) Mark Ratner Revocable Trust Agreement dated September 10, 1983 | 725,830 | 0.2 | % | |||||
| 23.) Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 | 136,145 | 0.05 | % | |||||
| 24.) Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner | 167,064 | 0.06 | % | |||||
| 25.) Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner | 91,187 | 0.03 | % | |||||
| 26.) Stacy Ratner 1994 Trust Agreement dated March 26, 1994 | 421,469 | 0.1 | % | |||||
| 27.) Ronald Ratner | 538,919 | 0.2 | % | |||||
| 28.) Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Matthew Ratner | 275,587 | 0.1 | % | |||||
| 29.) Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Sarah Ratner | 434,097 | 0.16 | % | |||||
| 30.) Tawny Ratner | 20,861 | 0.007 | % | |||||
| 33.) Max Miller Revocable Trust | 21,878 | 0.008 | % | |||||
| 31.) Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Max Miller | 111,646 | 0.04 | % | |||||
| 32.) Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 | 110,776 | 0.04 | % | |||||
| 33.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller | 41,000 | 0.01 | % | |||||
| 34.) Trust Agreement of Jacob Andrew Miller dated March 12, 2010 | 21,878 | 0.008 | % | |||||
| 35.) Ruth Miller 1989 Grandchildrens Trust Agreement Dated December 5, 1989 FBO Jacob Miller | 120,645 | 0.04 | % | |||||
| 36.) Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller | 41,000 | 0.01 | % | |||||
| 37.) Gabrielle Miller Trust Agreement dated November 29, 1985 | 252,505 | 0.09 | % | |||||
| 38.) Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller | 40,284 | 0.01 | % | |||||
| 39.) Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Elena Miller | 13,360 | 0.005 | % | |||||
| 40.) Sam Miller | 1,334,373 | 0.5 | % |
| (c) | Except for the Reclassification and Distribution, there has been no transactions by the persons named in this Item 5 in the past 60 days prior to and including June 9, 2017. |
| (1) | Based on total of 266,766,419 shares of Class A Common Stock outstanding as of June 9, 2017. |
| (d) | Not applicable. |
| (e) | On the date of the Distribution, RMS ceased to be the beneficial owner of more than five percent of any class of the Companys securities. In addition, on the date of the Reclassification, the Shareholders party to the Shareholders Agreement ceased to be group within the meaning of Rule 13d-5 under the Exchange Act because the voting and transfer provisions of that agreement only applied to shares of Class B Common Stock and not shares of Class A Common Stock, and no other Reporting Person or group of Reporting Persons owns more than five percent of any class of the Companys securities. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Pursuant to the memorandum of understanding with respect to a proposed settlement of litigation arising out of the Reclassification, RMS agreed, subject to certain conditions and exceptions, to hold at least 11,350,000 shares of Class A Common Stock for one-year following the Reclassification.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
December 13, 2017
| RMS, Limited Partnership, an Ohio limited partnership |
| /s/ Joan K. Shafran |
| Joan K. Shafran, a general partner |
| /s/ Abraham Miller |
| Abraham Miller, a general partner |
| /s/ Sam Miller |
| Sam Miller, Trustee, a general partner |
| /s/ Charles A. Ratner |
| Charles A. Ratner, a general partner |
| /s/ Ronald A. Ratner |
| Ronald A. Ratner, a general partner |
| /s/ Deborah Ratner Salzberg |
| Deborah Ratner Salzberg, a general partner |
| /s/ Brian Ratner |
| Brian Ratner, a general partner |
| Powell Partners, Limited, an Ohio limited liability company |
| /s/ Joseph M. Shafran |
| Joseph M. Shafran, Trustee, a member |
| /s/ Joan K. Shafran |
| Joan K. Shafran, a member |
| /s/ Paula Shafran Krulak |
| Paula Shafran Krulak, a member |
| Shareholders
Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner
Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Matthew Ratner
Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Sarah Ratner
Mark Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel E. Ratner
Mark Ratner 1989 Irrevocable Trust Agreement dated May 9, 1989 FBO Daniel E. Ratner
Signing as Trustee of the above Trusts:
|
| /s/ Albert Ratner |
| Albert Ratner, Trustee, a shareholder |
|
Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Anna Salzberg |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Eric Salzberg |
| Trust Agreement of Anna Salzberg dated September 30, 2009 |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller |
| Signing as Trustee of the above Trusts: |
| /s/ Deborah Ratner Salzberg |
| Deborah Ratner Salzberg, Trustee, a shareholder |
| Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 |
| /s/ Emily Ratner |
| Emily Ratner, Co-Trustee, a shareholder |
| /s/ Tawny Ratner |
| Tawny Ratner, Co-Trustee, a shareholder |
| Trust Agreement of Anna Salzberg dated September 30, 2009 |
| /s/ Anna Salzberg |
| Anna Salzberg, Trustee, a shareholder |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated |
| Albert B. Ratner 1986 Grandchildrens Trust Agreement dated December 29, 1986 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Emily Ratner |
| David J. Ratner Trust Agreement dated May 4, 2008 |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner |
| Signing as Trustee of the above Trusts: |
| /s/ Brian Ratner |
| Brian Ratner, Trustee, a shareholder |
| David J. Ratner Trust Agreement dated May 4, 2008 |
| /s/ David J. Ratner |
| David J. Ratner, Trustee, a shareholder |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Matthew Ratner |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Sarah Ratner |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin G. Ratner |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993, as amended and restated |
| Signing as Trustee of the above Trusts: |
| /s/ Charles A. Ratner |
| Charles A. Ratner, Trustee, a shareholder |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated |
| /s/ Kevin Ratner |
| Kevin Ratner, Trustee, a shareholder |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 |
| /s/ Rachel Ratner |
| Rachel Ratner, Trustee, a shareholder |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Sarah Ratner |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO David Ratner |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Emily Ratner |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Anna Salzberg |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Eric Salzberg |
| Signing as Trustee of the above Trusts: |
| /s/ James Ratner |
| James Ratner, Trustee, a shareholder |
| Austin G. Ratner 1992 Trust Agreement dated January 5, 1992, as amended and restated |
| /s/ Austin G. Ratner |
| Austin G. Ratner, Trustee, a shareholder |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993 |
| /s/ Daniel G. Ratner |
| Daniel G. Ratner, Trustee, a shareholder |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and restated |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 |
| Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner |
| James Ratner Revocable Trust Agreement dated December 4, 1981, as amended and restated |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin G. Ratner |
| Signing as Trustee of the above Trusts: |
| /s/ Ronald A. Ratner |
| Ronald A. Ratner, Trustee, a shareholder |
| /s/ Sam Miller |
| Sam Miller, Trustee, a shareholder |
| Trust Agreement of Jacob Andrew Miller dated March 12, 2010 |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 5, 1989 FBO Jacob Miller |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Max Miller |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Elena Miller |
| Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller |
| Signing as Trustee of the above Trusts: |
| /s/ Abraham Miller |
| Abraham Miller, Trustee, a shareholder |
| Trust Agreement of Jacob Andrew Miller dated March 12, 2010 |
| /s/ Jacob Miller |
| Jacob Miller, Trustee, a shareholder |
| /s/ Max Miller |
| Max Miller, a shareholder |
| Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated |
| Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller |
| Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller |
| Signing as Trustee of the above Trusts: |
| /s/ Gabrielle Miller |
| Gabrielle Miller, Trustee, a shareholder |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Elena Miller |
| /s/ Aaron Miller |
| Aaron Miller, Trustee, a shareholder |
| Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 |
| /s/ Bruce Geier |
| Bruce Geier, Trustee, a shareholder |
SCHEDULE 1
GENERAL PARTNERS OF
RMS, LIMITED PARTNERSHIP
Listed below are the names and principal occupations of each of the general partners of RMS, Limited Partnership. Each partners business address is 50 Public Square, Suite 1600, Cleveland, Ohio 44113.
| General Partners | Principal Occupation | |
| Samuel L. Miller, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| Abraham Miller | President of Barbs Graffiti, Inc. | |
| Brian J. Ratner | Executive Vice President of Forest City Realty Trust, Inc. | |
| Charles A. Ratner | Private Investor | |
| Deborah Ratner-Salzberg | Executive Vice President of Forest City Realty Trust, Inc. | |
| Ronald A. Ratner | Executive Vice President Development of Forest City Realty Trust, Inc. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited. | |
SCHEDULE 2
MEMBERS OF
POWELL PARTNERS, LIMITED
Listed below are the names and principal occupations of each of the Powell Partners, Limited. Each members business address is 2720 Van Aken Blvd., Suite 200, Cleveland, OH 44120.
| Members | Principal Occupation | |
| Joseph M. Shafran | President of Paran Management, Ltd. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited. | |
| Paula Shafran Krulak | Private Investor | |
SCHEDULE 3
SHAREHOLDERS
Listed below are the names and principal occupations of each of the Shareholders. Each Shareholders business address is 50 Public Square, Suite 1600, Cleveland, OH 44113.
| Members | Principal Occupation | |
| Samuel L. Miller, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| Abraham Miller | President of Barbs Graffiti, Inc. | |
| Brian J. Ratner | Executive Vice President of Forest City Realty Trust, Inc. | |
| Charles A. Ratner | Private Investor. | |
| James Ratner, Trustee | Non-Executive Chairman of Forest City Realty Trust, Inc. | |
| Deborah Ratner-Salzberg | Executive Vice President of Forest City Realty Trust, Inc. | |
| Ronald A. Ratner | Executive Vice PresidentDevelopment of Forest City Realty Trust, Inc. | |
| Joan K. Shafran | Chief Operating Officer, Powell Partners, Limited. | |
| Albert B. Ratner, Trustee | Co-Chairman Emeritus of Forest City Realty Trust, Inc. | |
| David J. Ratner, Trustee | Private Investor | |
| Emily Ratner, Trustee | Attorney | |
| Tawny Ratner, Trustee | Private Investor | |
| Anna Salzberg, Trustee | Teacher | |
| Kevin Ratner, Trustee | President of Forest City Residential West, Inc. | |
| Rachel Ratner, Trustee | Private Investor | |
| Austin Ratner, Trustee | Author | |
| Mark Ratner, Trustee | Private Investor | |
| Daniel G. Ratner, Trustee | Private Investor | |
| Bruce Geier, Trustee | Chief Operating Officer, RMS Investment Group, LLC | |
| Jacob Andrew Miller, Trustee | Private Investor | |
| Max Miller | Private Investor | |
| Richard Miller, Trustee | Private Investor | |
| Gabrielle Miller, Trustee | Private Investor | |
| Aaron Miller, Trustee | Middle East Policy Scholar at the Woodrow Wilson Center, Washington, D.C. | |
| Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3, 2005, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO David Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Emily F. Ratner Revocable Trust Agreement dated August 15, 2007 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1986 Grandchildrens Trust Agreement dated December 29, 1986 FBO David Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| David J. Ratner Trust Agreement dated May 4, 2008 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Emily Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Deborah Ratner Salzberg Revocable Trust Agreement dated February 9, 1987, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Anna Salzberg Trust Agreement dated September 30, 2009 | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Anna Salzberg | The trust holds, manages and invests assets for its beneficiary. | |
| Albert B. Ratner 1989 Grandchildrens Trust Agreement dated June 12, 1989 FBO Eric Salzberg | The trust holds, manages and invests assets for its beneficiary. | |
| Kevin Ratner 1986 Trust Agreement dated December 18, 1986, as amended and | The trust holds, manages and invests assets for its beneficiary. | |
| Rachel Ratner 1988 Trust Agreement dated November 26, 1988 | The trust holds, manages and invests assets for its beneficiary. | |
| Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Adam Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner Family 1999 Irrevocable Trust Agreement dated December 28, 1999 FBO Adam Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Austin G. Ratner 1992 Trust Agreement dated January 5, 1992, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| James Ratner Trust Agreement dated December 5, 1983 FBO Austin Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Daniel G. Ratner Revocable Trust Agreement dated July 29, 1993, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel G. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Daniel E. Ratner 1994 Trust Agreement dated March 26, 1994 | The trust holds, manages and invests assets for its beneficiary. | |
| Mark Ratner Trust Agreement dated December 5, 1983 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Mark Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Daniel E. Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Stacy Ratner 1994 Trust Agreement dated March 26, 1994, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Matthew Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| Max Ratner 1988 Grandchildrens Trust Agreement dated December 21, 1988 FBO Sarah Ratner | The trust holds, manages and invests assets for its beneficiary. | |
| The Sam Miller Trust | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2009 Irrevocable Trust Agreement dated December 28, 2009 | The trust holds, manages and invests assets for its beneficiary. | |
| Jacob Andrew Miller Trust Agreement dated March 12, 2010 | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 5, 1989 FBO Jacob Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Max Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Max Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Abraham Miller 2012 Family Trust Agreement dated December 21, 2012 FBO Jacob Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Gabrielle Miller Trust Agreement dated November 29, 1985, as amended and restated | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller GST Exempt Trust Agreement dated July 5, 1985 FBO Gabrielle Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1989 Grandchildrens Trust Agreement dated December 1, 1989 FBO Elena Miller | The trust holds, manages and invests assets for its beneficiary. | |
| Ruth Miller 1995 Irrevocable Trust Agreement dated December 28, 1995 FBO Elena Miller | The trust holds, manages and invests assets for its beneficiary. | |