Bishop Duane F Jr 4

Accession 0001661556-18-000010

CIK 0001647509other

View on SEC.gov Company Profile

Filed

Dec 6, 7:00 PM ET

Accepted

Dec 7, 4:13 PM ET

Size

25.3 KB

Accession

0001661556-18-000010

Insider Transaction Report

Form 4

Period: 2018-12-07

Forest City Realty Trust, Inc.FCEA

Bishop Duane F Jr

Exec VP & COO

Transactions

Disposition to Issuer
2016 Performance Shares
2018-12-07−17,908→ 0 total
Exercise: $0.00From: 2018-12-31Exp: 1988-08-08→ Class A Common (17,908 underlying)
Gift
Class A Common Stock
2018-12-03−8,084→ 16,779 total
Disposition to Issuer
Class A Common Stock
2018-12-07−16,779→ 0 total
Disposition to Issuer
Class A Common Stock
2018-12-07−7,474→ 0 total
Disposition to Issuer
Class A Common Stock
2018-12-07−112,206→ 0 total
Disposition to Issuer
2018 Performance Shares
2018-12-07−12,206→ 0 total
Exercise: $0.00From: 2020-12-31Exp: 1988-08-08→ Class A Common (18,310 underlying)
Gift
Class A Common Stock
2018-12-03−2,133→ 7,474 total
Disposition to Issuer
Class A Common Stock
2018-12-07−5,969→ 0 total
Disposition to Issuer
Class A Common Stock
2018-12-07−8,589→ 0 total
Disposition to Issuer
2017 Performance Shares
2018-12-07−22,904→ 0 total
Exercise: $0.00From: 2019-12-31Exp: 1988-08-08→ Class A Common (17,178 underlying)

Footnotes (11)

[F1]Shares are held by transfer agent in a direct registration account.
[F10]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.
[F11]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.
[F2]Shares are held in street account.
[F3]2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
[F4]2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
[F5]2018 Restricted Stock Grant - 25% vest on 3/24/2019; 25% vest on 3/24/2020; and 50% vest on 3/24/2021.
[F6]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.
[F7]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.
[F8]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.
[F9]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, as contemplated in the Merger Agreement (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.

Documents

2 files

Issuer

Forest City Realty Trust, Inc.

CIK 0001647509

→

Entity typeother

Related Parties

filerCIK 0001661556

Filing Metadata

Form type: 4
Filed: Dec 6, 7:00 PM ET
Accepted: Dec 7, 4:13 PM ET
Size: 25.3 KB

View on SEC.gov