4//SEC Filing
LARUE DAVID J 4
Accession 0001217454-18-000008
CIK 0001647509other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 4:18 PM ET
Size
53.2 KB
Accession
0001217454-18-000008
Insider Transaction Report
Form 4
LARUE DAVID J
DirectorCEO & President
Transactions
- Disposition to Issuer
Class A Common Stock
2018-12-07−205,618.166→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−4,867.37→ 0 total(indirect: See footnote) - Other
Class A Common Stock
2018-11-02−16,660→ 0 total - Other
Class A Common Stock
2018-10-30−237,796→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−34,670.519→ 0 total(indirect: By 401(k)) - Disposition to Issuer
2011 Stock Option Grant (right to buy)
2018-12-07−64,277→ 0 totalExercise: $17.72From: 2013-04-13Exp: 2021-04-13→ Class A Common (64,277 underlying) - Disposition to Issuer
Class A Common Stock
2018-12-07−4,867.37→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−4,867.37→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−1,879.906→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−6,971.318→ 0 total(indirect: See footnote) - Gift
Class A Common Stock
2018-11-01−2,400→ 1,673.13 total - Disposition to Issuer
Class A Common Stock
2018-12-07−1,673.13→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−16,789→ 0 total - Disposition to Issuer
2010 Stock Option Grant (right to buy)
2018-12-07−16,638→ 0 totalExercise: $15.89From: 2012-04-14Exp: 2020-04-14→ Class A Common (16,638 underlying) - Disposition to Issuer
2012 Stock Option Grant (right to buy)
2018-12-07−77,945→ 0 totalExercise: $14.74From: 2014-04-11Exp: 2022-04-11→ Class A Common (77,945 underlying) - Disposition to Issuer
2013 Stock Option Grant (right to buy)
2018-12-07−65,630→ 0 totalExercise: $17.60From: 2015-04-08Exp: 2023-04-08→ Class A Common (65,630 underlying) - Disposition to Issuer
2016 Performance Shares
2018-12-07−50,367→ 0 totalExercise: $0.00From: 2018-12-31Exp: 1988-08-08→ Class A Common (50,367 underlying) - Disposition to Issuer
2017 Performance Shares
2018-12-07−64,417→ 0 totalExercise: $0.00From: 2019-12-31Exp: 1988-08-08→ Class A Common (48,313 underlying) - Gift
Class A Common Stock
2018-11-01−63,687→ 205,618.166 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−33,564.722→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−24,157→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−34,780→ 0 total - Disposition to Issuer
2014 Stock Option Grant (right to buy)
2018-12-07−62,090→ 0 totalExercise: $18.73From: 2016-03-28Exp: 2024-03-28→ Class A Common (62,090 underlying) - Disposition to Issuer
2018 Performance Shares
2018-12-07−34,780→ 0 totalExercise: $0.00From: 2020-12-31Exp: 1988-08-08→ Class A Common (52,170 underlying)
Footnotes (26)
- [F1]David J. LaRue Trust. Trust holdings have also been updated to reflect the transfers in of 16,660 shares (reflected on line #7) and 237, 796 shares (reflected on line #12) on 11/2/18 and 10/30/18, respectively.
- [F10]Shares are held by transfer agent in a direct registration account.
- [F11]FCE's 401k Plan account, shares are held indirect. Updated to reflect current holdings.
- [F12]2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
- [F13]2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- [F14]2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
- [F15]2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014. Table II has been revised to remove a duplicative line titled '2010 Stock Option Grant', reflecting 25,993 shares that was inadvertently included on filer's Form 4s filed on 2/15/18, 3/20/18, and 3/23/18 respectively, following the dispositions reported on filer's Form 4 dated 9/14/17 and 9/15/17, respectively .
- [F16]2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- [F17]2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
- [F18]2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
- [F19]2014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
- [F2]David LaRue Family Trust.
- [F20]Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $20.94 per share. There is no fixed expiration date.
- [F21]Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $21.83 per share. There is no fixed expiration date.
- [F22]Performance Shares Award - granted 3/20/2018 - performance period is from January 1, 2018 to December 31, 2020. 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 200% of the number of Performance Shares granted. Fair market value on date of grant is $20.89 per share. There is no fixed expiration date.
- [F23]Pursuant to a Merger Agreement dated 7/30/2018, among issuer, Antlia Holdings, LLC and Antlia Merger Sub Inc. (the "Merger Agreement"), on December 7, 2018 at the effective time of the Merger (the "Effective Time"), all shares held as of the Effective Time entitled the holder to receive a cash payment of $25.35 per share (the "Merger Consideration") without interest.
- [F24]At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, the unvested restricted shares outstanding immediately prior to the Effective Time, automatically vested and entitled the holder to the right to receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
- [F25]At the Effective Time of the Merger, these stock options were cancelled and entitled the holder to receive a cash payment of the product of (a) the difference between Merger Consideration (as defined above) and the per share exercise price of the stock option, multiplied by (b) the number of shares subject to the stock option, without interest and less any applicable tax withholdings.
- [F26]At the Effective Time of the Merger, pro-rated amounts of 1/3 (at 200% of target), 2/3 (at 200% of target) and 100% (at 100% of target) of the Performance Share Awards granted in 2018, 2017 and 2016, respectively, automatically vested and entitled the holder to receive a cash payment of the Merger Consideration (as defined above) per vested and awarded Performance Share, without interest and less any applicable tax withholding. Target amounts awarded were based on the Issuer's actual performance through the Effective Time, as reasonably determined in good faith by the compensation committee of the Board of Directors.
- [F3]Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect.
- [F4]Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect.
- [F5]Shares held by Tessa LaRue, daughter.
- [F6]Shares are held in street account.
- [F7]Shares held by David LaRue - Roth IRA.
- [F8]Shares are held by Cindy LaRue (spouse) in street account.
- [F9]Shares are held by David LaRue & Cindy LaRue Trust account.
Issuer
Forest City Realty Trust, Inc.
CIK 0001647509
Entity typeother
Related Parties
1- filerCIK 0001217454
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 4:18 PM ET
- Size
- 53.2 KB