4//SEC Filing
RATNER BRIAN J 4
Accession 0001217462-18-000012
CIK 0001647509other
Filed
Dec 6, 7:00 PM ET
Accepted
Dec 7, 4:35 PM ET
Size
47.4 KB
Accession
0001217462-18-000012
Insider Transaction Report
Form 4
RATNER BRIAN J
DirectorExecutive Vice President10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2018-12-07−46,161→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−3,653→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−5,414→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−7,543→ 0 total - Disposition to Issuer
2010 Stock Option Grant (right to buy)
2018-12-07−7,913→ 0 totalExercise: $15.89From: 2012-04-14Exp: 2020-04-14→ Class A Common (7,913 underlying) - Disposition to Issuer
2016 Performance Shares
2018-12-07−7,306→ 0 totalExercise: $0.00From: 2018-12-31Exp: 1988-08-08→ Class A Common (7,306 underlying) - Gift
Class A Common Stock
2018-11-01−120,000→ 938,275 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−938,275→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−644,801→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−563,258→ 0 total(indirect: See footnote) - Gift
Class A Common Stock
2018-11-01−20,000→ 117,282 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−117,282→ 0 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−1,179→ 0 total - Disposition to Issuer
Class A Common Stock
2018-12-07−67,069→ 0 total(indirect: See footnote) - Other
Class A Common Stock
2018-11-01−85,000→ 210,467 total(indirect: See footnote) - Disposition to Issuer
2011 Stock Option Grant (right to buy)
2018-12-07−9,041→ 0 totalExercise: $17.72From: 2013-04-13Exp: 2021-04-13→ Class A Common (9,041 underlying) - Disposition to Issuer
2018 Performance Shares
2018-12-07−5,028→ 0 totalExercise: $0.00From: 2020-12-31Exp: 1988-08-08→ Class A Common (7,543 underlying) - Gift
Class A Common Stock
2018-11-01−20,000→ 67,069 total(indirect: See footnote) - Disposition to Issuer
Class A Common Stock
2018-12-07−210,467→ 0 total(indirect: See footnote) - Disposition to Issuer
2009 Stock Option Grant (right to buy)
2018-12-07−4,746→ 0 totalExercise: $7.80From: 2011-04-21Exp: 2019-04-21→ Class A Common (4,746 underlying) - Disposition to Issuer
2017 Performance Shares
2018-12-07−9,624→ 0 totalExercise: $0.00From: 2019-12-31Exp: 1988-08-08→ Class A Common (7,218 underlying)
Footnotes (21)
- [F1]Brian Ratner Revocable Trust dated 8/18/1986. The Trust holds 938,275 shares of Class A Common Stock as follows: 364,600 shares held as a direct limited partner of RMS, Ltd.; and 573,675 directly.
- [F10]2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
- [F11]2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
- [F12]2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
- [F13]2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
- [F14]2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
- [F15]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.
- [F16]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.
- [F17]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.
- [F18]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.
- [F19]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 receive a cash payment of the Merger Consideration (as defined above), without interest and less any applicable tax withholdings.
- [F2]Albert B. Ratner 1989 Grandchildren's Trust. The Trust holds 644,801 shares of Class A Common Stock as follows: 150,000 shares as a direct limited partner of RMS, Ltd. fbo of David Ratner (son); 225,565 directly fbo David; 150,000 shares held as a direct limited partner of RMS, Ltd. fbo Emily Ratner (daughter); and 119, 236 directly fbo Emily. Brian Ratner disclaims any beneficial interest.
- [F20]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.
- [F21]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]Albert B. Ratner 1986 Remainder Interest Trust (Brian Ratner serves as Trust Advisor). Trust holds 563,258 shares of Class A Common Stock as follows: - 281,629 shares for the benefit of David Ratner (son); and 281,629 shares for the benefit of Emily Ratner (daughter). Brian Ratner disclaims any beneficial interest.
- [F4]Emily F. Ratner (daughter) Revocable Trust, Trustee (Brian Ratner serves as trust advisor). Trust holds 117,282 shares of Class A Common Stock directly.
- [F5]General Partnership interest in RMS, Ltd Partnership.
- [F6]David Ratner (son) Trust (Brian Ratner serves as Trust Advisor). Trust holdings updated to reflect the transfer of 85,000 shares, as reported on line 10 below. Post-transaction and subsequent gift, Trust holds 67,069 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
- [F7]Albert B. Ratner 1999 Revocable Trust (Brian Ratner serves as Trustee). Trust holds 210,467 shares of Class A Common Stock as follows: 154,287 shares directly for the benefit of Emily Ratner (Daughter); 56,180 shares directly for the benefit of David Ratner (Son). Brian Ratner disclaims any beneficial interest.
- [F8]Albert Ratner 1986 Grandchildren's Trust fbo David (son). Trust holds 46,161 shares of Class A Common Stock directly. Brian Ratner disclaims any beneficial interest.
- [F9]2016 Restricted Stock Grant - 25% vested on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
Documents
Issuer
Forest City Realty Trust, Inc.
CIK 0001647509
Entity typeother
Related Parties
1- filerCIK 0001217462
Filing Metadata
- Form type
- 4
- Filed
- Dec 6, 7:00 PM ET
- Accepted
- Dec 7, 4:35 PM ET
- Size
- 47.4 KB