Filing Details
- Accession Number:
- 0001217463-13-000001
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-01-28 18:12:00
- Reporting Period:
- 2013-01-24
- Filing Date:
- 2013-01-28
- Accepted Time:
- 2013-01-28 18:12:00
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 38067 | Forest City Enterprises Inc | FCEA/FCEB | Operators Of Nonresidential Buildings (6512) | 340863886 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1217463 | A Charles Ratner | 50 Public Square, Suite 1100 Cleveland OH 44113 | Chairman Of The Board | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2013-01-24 | 43,200 | $15.50 | 365,474 | No | 4 | M | Indirect | See footnote |
| Class A Common Stock | Disposition | 2013-01-24 | 40,220 | $17.12 | 325,254 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2013-01-24 | 580 | $17.23 | 324,674 | No | 4 | S | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common | 2003 Stock Option Grant (right to buy) | Disposition | 2013-01-24 | 43,200 | $0.00 | 43,200 | $15.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2005-03-17 | 2013-03-17 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 4,626 | Indirect | See footnote |
| Class A Common Stock | 4,204 | Indirect | See footnote |
| Class A Common Stock | 506,007 | Indirect | See footnote |
| Class A Common Stock | 441,806 | Indirect | See footnote |
| Class A Common Stock | 2,236 | Indirect | See footnote |
| Class A Common Stock | 8,198 | Indirect | See footnote |
| Class A Common Stock | 2,948 | Indirect | See footnote |
| Class A Common Stock | 10,384 | Indirect | See footnote |
| Class A Common Stock | 5,034 | Direct | |
| Class A Common Stock | 5,643 | Direct | |
| Class A Common Stock | 18,679 | Indirect | See footnote |
| Class A Common Stock | 13,889 | Indirect | See footnote |
| Class A Common Stock | 160,000 | Indirect | See footnote |
| Class A Common Stock | 10,227 | Indirect | See footnote |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 900 | 900 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 75,078 | 75,078 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 471,736 | 471,736 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 23,531 | 23,531 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 5,992 | 5,992 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 5,992 | 5,992 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 5,992 | 5,992 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 5,992 | 5,992 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 73,080 | 73,080 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 378,500 | 378,500 | Indirect |
| Common Stock | Class B Common - Convertible | $0.00 | 1988-08-08 | 1988-08-08 | 3,120 | 3,120 | Indirect |
| Class A Common | 2005 Stock Option Grant (right to buy) | $31.75 | 2007-04-06 | 2015-04-06 | 40,000 | 40,000 | Direct |
| Class A Common | 2006 Stock Option Grant (right to buy) | $46.37 | 2008-04-04 | 2016-04-04 | 40,000 | 40,000 | Direct |
| Class A Common | 2007 Stock Option Grant (right to buy) | $65.35 | 2009-03-29 | 2017-03-29 | 40,000 | 40,000 | Direct |
| Class A Common | 2008 Stock Option Grant (right to buy) | $36.38 | 2010-06-18 | 2018-06-18 | 19,691 | 19,691 | Direct |
| Class A Common | 2009 Stock Option Grant (right to buy) | $7.80 | 2011-04-21 | 2019-04-21 | 24,220 | 24,220 | Direct |
| Class A Common | 2010 Stock Option Grant (right to buy) | $15.89 | 2012-04-14 | 2020-04-14 | 40,289 | 40,289 | Direct |
| Class A Common | 2011 Stock Option Grant (right to buy) | $17.72 | 2013-04-13 | 2021-04-13 | 26,782 | 26,782 | Direct |
| Class A Common Stock | 2008 Performance Shares | $0.00 | 2012-01-31 | 1988-08-08 | 21,990 | 21,990 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 1988-08-08 | 900 | 900 | Indirect |
| 1988-08-08 | 75,078 | 75,078 | Indirect |
| 1988-08-08 | 471,736 | 471,736 | Indirect |
| 1988-08-08 | 23,531 | 23,531 | Indirect |
| 1988-08-08 | 5,992 | 5,992 | Indirect |
| 1988-08-08 | 5,992 | 5,992 | Indirect |
| 1988-08-08 | 5,992 | 5,992 | Indirect |
| 1988-08-08 | 5,992 | 5,992 | Indirect |
| 1988-08-08 | 73,080 | 73,080 | Indirect |
| 1988-08-08 | 378,500 | 378,500 | Indirect |
| 1988-08-08 | 3,120 | 3,120 | Indirect |
| 2015-04-06 | 40,000 | 40,000 | Direct |
| 2016-04-04 | 40,000 | 40,000 | Direct |
| 2017-03-29 | 40,000 | 40,000 | Direct |
| 2018-06-18 | 19,691 | 19,691 | Direct |
| 2019-04-21 | 24,220 | 24,220 | Direct |
| 2020-04-14 | 40,289 | 40,289 | Direct |
| 2021-04-13 | 26,782 | 26,782 | Direct |
| 1988-08-08 | 21,990 | 21,990 | Direct |
Footnotes
- Charles Ratner Revocable Trust dated 7/17/1981. The price $17.118 represents a weighed average of sales prices ranging from $17.09 per share to $17.17 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.
- Charles Ratner 2001 Trust - dated 11/01/01. Trust holds 18,504 shares to split among children; son Adam has an interest in 4,626 shares. Charles Ratner disclaims beneficial interest.
- Held by spouse in an account at UBS Investments.
- Illana Horowitz Ratner Trust - dated 12/29/92 (spouse).
- Charles Ratner 1986 Remainder Interest Trust - Albert Ratner is trustee; Charles Ratner has no benifical interest, he retains an income interest for life. Beneficiaries are his children.
- Max Ratner 1986 Family Trust for the Benefit of Kevin Ratner (adult child of Charles Ratner) - Charles Ratner is trustee.
- Max Ratner 1986 Family Trust for the Benefit of Rachel Ratner (adult child of Charles Ratner) - Charles Ratner is trustee.
- Max Ratner 1988 Grandchildrens Trust - a limited partner in RMS, Ltd., for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
- Charles Ratner 1986 Family Trust Agreement U/A/D 12/18/86 FBO Adam Ratner. Charles Ratner disclaims beneficial interest.
- 2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014. 1,258 shares vested 4/14/2012 and were moved to Charles Ratner Tust, see footnote #1.
- 2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
- General Partnership interest in RMS, Ltd. partnership a 10% shareholder.
- The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee). RMS, Ltd. limited partnership interest.
- The Charles Ratner Revocable Trust Agreement dated 7/17/1981, as modified (Charles is settlor and co-trustee) FCE Management, L.P. interest as limited partner in RMS, Ltd.
- Charles Ratner 2001 Trust - dated 11/01/01 - FCE Management, L.P. interest as limited partner in RMS, Ltd. - total holdings of trust are 94,124, shares are split among children, son Adam has an interest in 23,531. Charles Ratner disclaims beneficial interest.
- Max Ratner 1986 Family Trust for the benefit of children: Kevin Ratner (son), Rachel Ratner (daughter), Jonathan Ratner (son) & Adam Ratner (son). Charles Ratner is Trustee.
- Max Ratner 1999 Irrevocable Trust - trust hold both Class A & Class B shares. Class B shares are held as a limited partnership interest in FCE Management, L.P., a limited partner of RMS, Ltd.. Shares are for the benefit of Adam Ratner (son). Charles Ratner disclaims any beneficial interest.
- Charles & Ilana Ratner 2007 Equalizing Trust - for the benefit of Adam (son). Charles Ratner disclaims any beneficial interest.
- Adam Ratner - individual account (son). Charles Ratner disclaims any beneficial interest.
- 2003 Stock Option Grant - 25% exercisable 3/17/05; 25% exercisable 3/17/06; and 50% exercisable 3/17/07.
- 2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
- 2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
- 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.
- Performance Shares Award - granted 6/18/2008 - performance period is from May 1, 2008 to January 31, 2012. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 175% of the number of Performance Shares granted. Fair market value on date of grant is $36.38 per share. There is no fixed expiration date.
- 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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