Statement of Changes in Beneficial Ownership (4)
April 01 2014 - 7:15PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RATNER JAMES A
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2. Issuer Name
and
Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC
[
FCEA/FCEB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
50 PUBLIC SQUARE, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2014
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(Street)
CLEVELAND, OH 44113
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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873264
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I
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See footnote
(1)
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Class A Common Stock
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95694
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I
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See footnote
(2)
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Class A Common Stock
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1596
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I
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See footnote
(3)
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Class A Common Stock
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33935
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I
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See footnote
(4)
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Class A Common Stock
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26240
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I
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See footnote
(5)
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Class A Common Stock
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11327
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I
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See footnote
(6)
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Class A Common Stock
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2266
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D
(7)
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Class A Common Stock
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3810
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D
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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484695
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484695
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I
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See footnote
(9)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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784
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784
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D
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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297732
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297732
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I
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See footnote
(3)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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5992
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5992
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I
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See footnote
(10)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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5992
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5992
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I
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See footnote
(5)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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260235
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260235
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I
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See footnote
(11)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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260235
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260235
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I
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See footnote
(12)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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96354
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96354
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I
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See footnote
(4)
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Class B Common - Convertible
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$0
(26)
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8/8/1988
(26)
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8/8/1988
(26)
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Common Stock
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201198
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201198
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I
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See footnote
(6)
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2005 Stock Option Grant (right to buy)
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$31.75
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4/6/2007
(13)
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4/6/2015
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Class A Common
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25200
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25200
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D
(13)
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2006 Stock Option Grant (right to buy)
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$46.37
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4/4/2008
(14)
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4/4/2016
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Class A Common
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25200
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25200
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D
(14)
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2007 Stock Option Grant (right to buy)
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$65.35
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3/29/2009
(15)
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3/29/2017
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Class A Common
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25200
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25200
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D
(15)
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2008 Stock Option Grant (right to buy)
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$36.38
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6/18/2010
(16)
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6/18/2018
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Class A Common
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17721
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17721
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D
(16)
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2009 Stock Option Grant (right to buy)
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$7.80
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4/21/2011
(17)
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4/21/2019
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Class A Common
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21797
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21797
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D
(17)
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2010 Stock Option Grant (right to buy)
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$15.89
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4/14/2012
(18)
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4/14/2020
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Class A Common
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36635
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36635
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D
(18)
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2011 Stock Option Grant (right to buy)
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$17.72
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4/13/2013
(19)
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4/13/2021
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Class A Common
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24103
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24103
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D
(19)
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2012 Stock Option Grant (right to buy)
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$14.74
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4/11/2014
(20)
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4/11/2022
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Class A Common
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32477
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32477
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D
(20)
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2013 Stock Option Grant (right to buy)
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$17.60
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4/8/2015
(21)
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4/8/2023
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Class A Common
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30384
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30384
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D
(21)
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2014 Stock Option Grant (right to buy)
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$18.73
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3/28/2014
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A
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28745
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3/28/2016
(22)
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3/28/2024
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Class A Common
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28745
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$0
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28745
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D
(22)
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2012 Performance Shares
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$0
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12/31/2015
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8/8/1988
(23)
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Class A Common
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20352
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20352
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D
(23)
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2013 Performance Shares
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$0
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12/31/2016
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8/8/1988
(24)
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Class A Common
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17940
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17940
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D
(24)
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2014 Performance Shares
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$0
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3/28/2014
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A
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17796
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12/31/2017
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8/8/1988
(25)
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Class A Common
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17796
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$0
(25)
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17796
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D
(25)
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Explanation of Responses:
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(
1)
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James Ratner Revocable Trust dated 12/04/1981.
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(
2)
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Held by spouse at street account with McDonald Investment.
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(
3)
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Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest.
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(
4)
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Daniel G. Ratner 1993 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest.
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(
5)
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Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
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(
6)
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Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
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(
7)
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2010 Restricted Stock Grant - 25% vest on 4/14/2012; 25% vest on 4/14/2013; and 50% vest on 4/14/2014.
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(
8)
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2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
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(
9)
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Held as a limited partner in FCE Management, L.P., a limited partnership that is a limited partner in RMS, Ltd.
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(
10)
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Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
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(
11)
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Max Ratner Family 1999 Irrev .Trust for the benefit of Austin Ratner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
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(
12)
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Max Ratner Family 1999 Irrev .Trust for the benefit of DanielRatner (son) - James Ratner is Trustee. James Ratner disclaims any beneficial interest.
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(
13)
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2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
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(
14)
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2006 Stock Option Grant - 25% exercisable 4/04/2008; 25% exercisable 4/04/2009; and 50% exersicable 4/04/2010.
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(
15)
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2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
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(
16)
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2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
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(
17)
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2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
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(
18)
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2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
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(
19)
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2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
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(
20)
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2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
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(
21)
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2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
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(
22)
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2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
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(
23)
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Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. 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 $14.74 per share. There is no fixed expiration date.
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(
24)
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Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. 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 $17.60 per share. There is no fixed expiration date.
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(
25)
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Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. 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 $18.73 per share. There is no fixed expiration date.
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(
26)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RATNER JAMES A
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH 44113
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X
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Executive Vice President
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Signatures
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Geralyn M. Presti, Attorney-in-Fact for James A. Ratner
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4/1/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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