FCE.A / Forest City Realty Trust, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Forest City Realty Trust, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Forest City Realty Trust, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 12, 2019 SC 13G/A

FCE.A / Forest City Realty Trust, Inc. / Senator Investment Group LP - FOREST CITY REALTY TRUST, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box

December 21, 2018 15-12B

FCEA / Forest City Realty Trust, Inc. 15F-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-37671 Forest City Realty Trust, Inc. (Exact name of registrant as specifie

December 11, 2018 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 24, 2018, pursuant to the provisions of Rule 12d2-2 (a).

December 11, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / Starboard Value LP - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number)

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 S-8 POS

FCEA / Forest City Realty Trust, Inc. S-8 POS

S-8 POS As filed with the U.S. Securities and Exchange Commission on December 7, 2018 Registration No. 333-191535 Registration No. 333-173211 Registration No. 333-169287 Registration No. 333-153444 Registration No. 333-122172 Registration No. 333-61925 Registration No. 333-38912 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGIS

December 7, 2018 POSASR

FCEA / Forest City Realty Trust, Inc. POSASR

POSASR As filed with the Securities and Exchange Commission on December 7, 2018 Registration No.

December 7, 2018 POSASR

FCEA / Forest City Realty Trust, Inc. POSASR

POSASR As filed with the Securities and Exchange Commission on December 7, 2018 Registration No.

December 7, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File N

December 7, 2018 EX-3.1

Amendment to Charter of Forest City Realty Trust, Inc.

EX-3.1 Exhibit 3.1 AMENDMENT OF ARTICLES OF AMENDMENT AND RESTATEMENT OF FOREST CITY REALTY TRUST, INC. FOREST CITY REALTY TRUST, INC., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland in Baltimore City, Maryland, desires to amend its Articles of Amendment and Restatement as filed with, and accepted of record by, the State Department of Assessments a

December 7, 2018 EX-3.2

Amended and Restated Bylaws of Forest City Realty Trust, Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FOREST CITY REALTY TRUST, INC. (the “Corporation”) ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional of

December 7, 2018 EX-99.1

BROOKFIELD COMPLETES ACQUISITION OF FOREST CITY REALTY TRUST

EX-99.1 Exhibit 99.1 BROOKFIELD COMPLETES ACQUISITION OF FOREST CITY REALTY TRUST NEW YORK and CLEVELAND, December 7, 2018 – Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) and Forest City Realty Trust, Inc. (“Forest City”) (NYSE: FCEA) today announced the completion of the acquisition of Forest City by a Brookfield real estate investment fund. The transac

November 15, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State of incorporation) 1-37671 (Commission File Number) 47-4113168 (

November 14, 2018 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File

November 14, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File

November 13, 2018 PX14A6G

FCEA / Forest City Realty Trust, Inc. PX14A6G

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Forest City Realty Trust, Inc. 2. Name of the person relying on the exemption: Albert B. Ratner 3. Address of the person relying on exemption: 50 Public Square, Cleveland, Ohio 44113 4. Written materials. Attach written materials required to be submitted pursuant to Rule 14a-6(g)(1

November 8, 2018 PX14A6G

FCEA / Forest City Realty Trust, Inc. PX14A6G

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Forest City Realty Trust, Inc. 2. Name of the person relying on the exemption: Albert B. Ratner 3. Address of the person relying on exemption: 50 Public Square, Cleveland, Ohio 44113 4. Written materials. Attach written materials required to be submitted pursuant to Rule 14a-6(g)(1

November 8, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212)

November 5, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

November 5, 2018 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File N

November 5, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212)

November 1, 2018 PX14A6G

FCEA / Forest City Realty Trust, Inc. PX14A6G

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Forest City Realty Trust, Inc. 2. Name of the person relying on the exemption: Albert B. Ratner 3. Address of the person relying on exemption: 50 Public Square, Cleveland, Ohio 44113 4. Written materials. Attach written materials required to be submitted pursuant to Rule 14a-6(g)(1

October 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671

October 30, 2018 EX-99.1

Earnings Release and Supplemental Package For the Quarter Ended September 30, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Earnings Release and Supplemental Package Third Quarter 2018

Exhibit 99.1 Earnings Release and Supplemental Package For the Quarter Ended September 30, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Earnings Release and Supplemental Package Third Quarter 2018 Index Earnings Release 2 Company Operations 5 Selected Financial Information Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Net Asset Value Components 8 Supplemental Oper

October 30, 2018 10-Q

FCEA / Forest City Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

October 25, 2018 PX14A6G

FCEA / Forest City Realty Trust, Inc. PX14A6G

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Forest City Realty Trust, Inc. 2. Name of the person relying on the exemption: Albert B. Ratner 3. Address of the person relying on exemption: 50 Public Square, Suite 1600, Cleveland, Ohio 44113 4. Written materials. Attach written materials required to be submitted pursuant to Rul

October 12, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

October 12, 2018 DEFM14A

FCEA / Forest City Realty Trust, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 12, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 12, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671

October 12, 2018 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 For immediate release Forest City Announces Redemption of Remaining 3.625% Convertible Senior Notes due 2020 CLEVELAND, Ohio - October 12, 2018 - Forest City Realty Trust, Inc. (NYSE: FCEA) today announced t

October 4, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

September 21, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

September 21, 2018 PREM14A

FCEA / Forest City Realty Trust, Inc. PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 4, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 4, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission Fil

August 20, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

August 2, 2018 EX-99.1

Earnings Release and Supplemental Package For the Quarter Ended June 30, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Earnings Release and Supplemental Package Second Quarter 2018

Exhibit 99.1 Earnings Release and Supplemental Package For the Quarter Ended June 30, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Earnings Release and Supplemental Package Second Quarter 2018 Index Earnings Release 2 Company Operations 6 Selected Financial Information Consolidated Balance Sheets 8 Consolidated Statements of Operations 9 Net Asset Value Components 10 Supplemental Operati

August 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (C

August 2, 2018 10-Q

FCEA / Forest City Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-37

August 1, 2018 EX-99.1

MERGER SUPPORT AGREEMENT

Exhibit 99.1 MERGER SUPPORT AGREEMENT This Merger Support Agreement, dated as of July 30, 2018 (this “Agreement”), is made and entered into by and among Antlia Holdings LLC, a Delaware limited liability company (“Parent”), Antlia Merger Sub Inc., a Maryland corporation (“Merger Sub”), and the Forest City Realty Trust, Inc. Stockholders listed on the signature pages hereto (collectively, the “Stock

August 1, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / Starboard Value LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number)

August 1, 2018 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value per share, of Forest City Realty Trust, Inc. This J

July 31, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

July 31, 2018 EX-99.1

Brookfield and Forest City Announce Acquisition Agreement Brookfield Fund to Acquire Forest City for $25.35 per share in $11.4 Billion Transaction Portfolio Includes 18,500 Multifamily Units and 10.8 Million Square Feet of Prime Office, Life Science

EX-99.1 EXHIBIT 99.1 PRESS RELEASE Brookfield and Forest City Announce Acquisition Agreement Brookfield Fund to Acquire Forest City for $25.35 per share in $11.4 Billion Transaction Portfolio Includes 18,500 Multifamily Units and 10.8 Million Square Feet of Prime Office, Life Science and Retail Space in Major Cities in the U.S. NEW YORK and CLEVELAND – July 31, 2018 – Brookfield Asset Management I

July 31, 2018 EX-10.3

Employment Agreement, by and between Robert G. O’Brien, and Forest City Employer, LLC, effective as of January 1, 2016, as amended and restated.

EX-10.3 Exhibit 10.3 July 30, 2018 Robert G. O’Brien Forest City Employer, LLC 127 Public Square, Suite 3100 Cleveland, OH 44114 Re: Employment Agreement Dear Robert: This letter is to affirm our intent to have you serve as an employee of Forest City Employer, LLC (the “Company”) effective as of January 1, 2016 (the “Effective Date”). The following letter agreement (the “Agreement”) outlines the t

July 31, 2018 EX-10.4

Forest City Employer, LLC Severance Plan, as amended and restated.

EX-10.4 Exhibit 10.4 Forest City Employer, LLC Severance Plan and Summary Plan Description (As of July 1, 2018) The Forest City Employer, LLC Severance Plan (the “Severance Plan”) is available to Forest City associates (“you” or an “associate”) who satisfy all of the requirements described below. The Severance Plan is intended to provide benefits to eligible associates of Forest City Employer, LLC

July 31, 2018 EX-2.1

Agreement and Plan of Merger, dated as of July 30, 2018, by and among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FOREST CITY REALTY TRUST, INC., ANTLIA HOLDINGS LLC, and ANTLIA MERGER SUB INC. Dated as of July 30, 2018 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 2 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2 Article II Charter and Bylaws of the Surviving Corporation 3 2.1. Charter of the Survivin

July 31, 2018 EX-10.1

Form of Change of Control Agreement, as amended and restated.

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (“Agreement”) is made as of , 2018, by and between Forest City Employer, LLC (the “Company”) and [•] (“Employee”). The Company and Employee are parties to a Change of Control Agreement (the “Original Agreement”) dated as of , 2018 (the “Effective Date”). The Company and Employee hereby amend and

July 31, 2018 EX-10.2

Employment Agreement, by and between David J. LaRue and Forest City Employer, LLC, effective as of January 1, 2016, as amended and restated.

EX-10.2 Exhibit 10.2 July 30, 2018 David J. LaRue Forest City Employer, LLC 127 Public Square, Suite 3100 Cleveland, OH 44114 Re: Employment Agreement Dear David: This letter is to affirm our intent to have you serve as an employee of Forest City Employer, LLC (the “Company”) effective as of January 1, 2016 (the “Effective Date”). The following letter agreement (the “Agreement”) outlines the terms

July 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File Numb

July 31, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. DEFA14A

DEFA14A SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

July 31, 2018 EX-10.4

Forest City Employer, LLC Severance Plan, as amended and restated.

EX-10.4 Exhibit 10.4 Forest City Employer, LLC Severance Plan and Summary Plan Description (As of July 1, 2018) The Forest City Employer, LLC Severance Plan (the “Severance Plan”) is available to Forest City associates (“you” or an “associate”) who satisfy all of the requirements described below. The Severance Plan is intended to provide benefits to eligible associates of Forest City Employer, LLC

July 31, 2018 DEFA14A

FCEA / Forest City Realty Trust, Inc. FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State of incorporation) (Commission File Numb

July 31, 2018 EX-99.1

Press release dated July 31, 2018.

EX-99.1 EXHIBIT 99.1 PRESS RELEASE Brookfield and Forest City Announce Acquisition Agreement Brookfield Fund to Acquire Forest City for $25.35 per share in $11.4 Billion Transaction Portfolio Includes 18,500 Multifamily Units and 10.8 Million Square Feet of Prime Office, Life Science and Retail Space in Major Cities in the U.S. NEW YORK and CLEVELAND – July 31, 2018 – Brookfield Asset Management I

July 31, 2018 EX-10.3

Employment Agreement, by and between Robert G. O’Brien, and Forest City Employer, LLC, effective as of January 1, 2016, as amended and restated.

EX-10.3 Exhibit 10.3 July 30, 2018 Robert G. O’Brien Forest City Employer, LLC 127 Public Square, Suite 3100 Cleveland, OH 44114 Re: Employment Agreement Dear Robert: This letter is to affirm our intent to have you serve as an employee of Forest City Employer, LLC (the “Company”) effective as of January 1, 2016 (the “Effective Date”). The following letter agreement (the “Agreement”) outlines the t

July 31, 2018 EX-10.1

Form of Change of Control Agreement, as amended and restated.

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (“Agreement”) is made as of , 2018, by and between Forest City Employer, LLC (the “Company”) and [•] (“Employee”). The Company and Employee are parties to a Change of Control Agreement (the “Original Agreement”) dated as of , 2018 (the “Effective Date”). The Company and Employee hereby amend and

July 31, 2018 EX-10.2

Employment Agreement, by and between David J. LaRue and Forest City Employer, LLC, effective as of January 1, 2016, as amended and restated.

EX-10.2 Exhibit 10.2 July 30, 2018 David J. LaRue Forest City Employer, LLC 127 Public Square, Suite 3100 Cleveland, OH 44114 Re: Employment Agreement Dear David: This letter is to affirm our intent to have you serve as an employee of Forest City Employer, LLC (the “Company”) effective as of January 1, 2016 (the “Effective Date”). The following letter agreement (the “Agreement”) outlines the terms

July 31, 2018 EX-2.1

Agreement and Plan of Merger, dated as of July 30, 2018, by and among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FOREST CITY REALTY TRUST, INC., ANTLIA HOLDINGS LLC, and ANTLIA MERGER SUB INC. Dated as of July 30, 2018 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 2 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 2 Article II Charter and Bylaws of the Surviving Corporation 3 2.1. Charter of the Survivin

July 31, 2018 DFAN14A

BAM / Brookfield Asset Management, Inc. DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 31, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

Amendment No. 6 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

July 31, 2018 EX-99.1

MERGER SUPPORT AGREEMENT

EX-99.1 Exhibit 99.1 MERGER SUPPORT AGREEMENT This MERGER SUPPORT AGREEMENT, dated as of July 30, 2018 (this “Agreement”), is made and entered into by and among Antlia Holdings LLC, a Delaware limited liability company (“Parent”), Antlia Merger Sub Inc., a Maryland corporation (“Merger Sub”), and the Forest City Realty Trust, Inc. Stockholders listed on the signature pages hereto (collectively, th

June 29, 2018 11-K

FCEA / Forest City Realty Trust, Inc. 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the

June 27, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (Co

May 16, 2018 DEF 14A

FCEA / Forest City Realty Trust, Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

May 15, 2018 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 For immediate release Forest City board declares quarterly dividend CLEVELAND, Ohio - May 15, 2018 - Forest City Realty Trust, Inc. (NYSE: FCEA) announced today that its board of directors has declared a sec

May 15, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission File Num

May 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (Comm

May 4, 2018 EX-99.1

Exhibit 99.1 Investor Presentation May 2018 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predictions

may2018investorpresentat Exhibit 99.1 Investor Presentation May 2018 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's future events and actual results, f

May 3, 2018 EX-99.1

Supplemental Package For the Quarter Ended March 31, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package First Quarter 2018

Exhibit 99.1 Supplemental Package For the Quarter Ended March 31, 2018 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package First Quarter 2018 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 7 Consolidated Statements of Operations 9 Net Asset Value Components 10 Supplemental Operating Information Occupancy Data 14 Leasing Summary 15 Compar

May 3, 2018 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2018 First-Quarter Results • Net earnings: $199.7 million ($0.73 per share) vs. $40.9 million ($0.16 per share) Q1 2017 • FFO: $81.3 million ($0.30 per share) vs. $9

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 3, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (Comm

May 3, 2018 EX-10.1

Form of Change of Control Agreement

EX-10.1 2 fcrt-10qex1013312018.htm EXHIBIT 10.1 Exhibit 10.1 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (“Agreement”), is made effective [•], 20[•] (the “Effective Date”), by and between Forest City Employer, LLC (the “Company”), and [•] (“Employee”). 1. Term. Except as otherwise provided below, the “Term” of this Agreement shall commence on the Effective Date and end on the seco

May 3, 2018 10-Q

FCEA / Forest City Realty Trust, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3

April 30, 2018 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1

10-K/A 1 fcrt-1231201710ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the t

April 19, 2018 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 Forest City Seats New Independent Directors Follows Company’s Previous

Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 Forest City Seats New Independent Directors Follows Company’s Previous Announcement to Substantially Refresh Board New Independent Directors Further Strengthen and Diversify Board, Bringing Industry Expertis

April 19, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (C

April 17, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212)

April 4, 2018 EX-99.1

[The remainder of this page intentionally left blank]

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties

April 4, 2018 SC 13D

FCE.A / Forest City Realty Trust, Inc. / Starboard Value LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number)

April 4, 2018 EX-99.3

POWER OF ATTORNEY

EX-99.3 4 ex993.htm EXHIBIT 99.3 Exhibit 99.3 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any

April 4, 2018 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value per share, of Forest City Realty Trust, Inc. This J

March 27, 2018 EX-10.1

Agreement by and among the Company and Starboard Value LP (including certain entities and natural persons affiliated with Starboard), dated March 22, 2018, incorporated by reference to Exhibit 10.1 to Forest City Realty Trust, Inc.’s Form 8-K filed on March 27, 2018 (File No. 1-37671).

EX-10.1 Exhibit 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, Sta

March 27, 2018 EX-10.3

Amendment, dated March 22, 2018 to Reclassification Agreement, dated as of December 5, 2016, by and between the Company and RMS, Limited Partnership

EX-10.3 Exhibit 10.3 AMENDMENT NO. 1 TO RECLASSIFICATION AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of March 22, 2018, to that certain Reclassification Agreement, dated as of December 5, 2016 (the “Reclassification Agreement”), by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and RMS, Limited Partnership, an Ohio limited partnership (“RMS”). All cap

March 27, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdiction of incorporation

March 27, 2018 EX-99.1

Forest City Announces Conclusion of Strategic Review Process and Substantial Board Refreshment Issues Letter to Stockholders Regarding Conclusion of Strategic Review Process and Determination to Continue to Pursue Standalone Plan Board to be Reconsti

EX-99.1 Exhibit 99.1 Forest City Announces Conclusion of Strategic Review Process and Substantial Board Refreshment Issues Letter to Stockholders Regarding Conclusion of Strategic Review Process and Determination to Continue to Pursue Standalone Plan Board to be Reconstituted with Majority New Independent Directors Authorizes Increase in Share Repurchase Program to $400 Million CLEVELAND – March 2

March 27, 2018 EX-10.2

Agreement by and among the Company, Scopia Capital Management LP and Scopia Management, Inc., dated March 22, 2018, incorporated by reference to Exhibit 10.2 to Forest City Realty Trust, Inc.’s Form 8-K filed on March 27, 2018 (File No. 1-37671).

EX-10.2 3 d503824dex102.htm EX-10.2 Exhibit 10.2 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Scopia”) (each of the Company and Scopia, a “Party” to this Agreement, and collectively, the “Parties”).

March 23, 2018 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

March 23, 2018 EX-99.1

[The remainder of this page intentionally left blank]

EX-99.1 Exhibit 99.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of March 22, 2018 by and among Forest City Realty Trust, Inc., a Maryland corporation (the “Company”) and the entities and natural persons listed in Exhibit A (collectively, “Scopia”) (each of the Company and Scopia, a “Party” to this Agreement, and collectively, the “Parties”). RECITALS WHEREAS, Scopia ha

February 22, 2018 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares increased quarterly dividend CLEVELAND, Ohio - February 22, 2018 - Forest City Realty Trust, Inc. (NYSE: FCEA) announced today that its board of direc

February 22, 2018 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commi

February 22, 2018 EX-24

Powers of attorney.

Exhibit 24 POWER OF ATTORNEY The undersigned Directors and/or Officers of Forest City Realty Trust, Inc.

February 22, 2018 EX-21

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The subsidiaries below are owned by Forest City Realty Trust, Inc.

February 22, 2018 10-K

FCE.A / Forest City Realty Trust, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-37671

February 15, 2018 EX-24

EX-24

SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Mark R.

February 15, 2018 EX-24

EX-24

SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Mark Tepsich, with full power of substitution and resubstitution, as attorney of the undersigned, their name, place and stead, to sign and file under the Securities Exchange Act of 1934, Section 16 Reporting Forms, any and all amendments and apply for EDGAR Access Codes as required thereto, to be filed with the Securities and Exchange Commission pertaining to such filing, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the act of said attorney and any such substitute.

February 15, 2018 EX-24

EX-24

SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Mark R.

February 15, 2018 EX-24

EX-24

SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Mark R.

February 15, 2018 EX-24

EX-24

SEC FORMS 4 & 5 POWER OF ATTORNEY The undersigned, designated by the Board of Directors as a Section 16 Company Insider, hereby constitutes and appoints Mark R.

February 13, 2018 SC 13G/A

FCE.A / Forest City Realty Trust, Inc. / Senator Investment Group LP - FOREST CITY REALTY TRUST, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box

February 9, 2018 SC 13G/A

FCE.A / Forest City Realty Trust, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 forestcityrealtytrustinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Forest City Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 345605109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule p

February 8, 2018 EX-99.1

February 2018 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predic

EX-99.1 2 february2018investorpres.htm EXHIBIT 99.1 February 2018 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's fut

February 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization)

February 8, 2018 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2018 Forest City Real

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2018 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671

February 8, 2018 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2017 Fourth-Quarter and Yearend Results ? 2017 net earnings: $206.0 million ($0.78 per share) vs. loss of 158.4 million ($0.61 per share) 2016 ? 2017 FFO: $422.1 mil

February 8, 2018 EX-99.1

Supplemental Package For the Year Ended December 31, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Fourth Quarter 2017

Exhibit 99.1 Supplemental Package For the Year Ended December 31, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Fourth Quarter 2017 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 7 Consolidated Statements of Operations 9 Net Asset Value Components 10 Supplemental Operating Information Occupancy Data 14 Leasing Summary 15 Compa

February 2, 2018 SC 13G/A

FCE.A / Forest City Realty Trust, Inc. / VANGUARD SPECIALIZED FUNDS Passive Investment

forestcityrealtytrustinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: Forest City Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 345605109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropr

December 14, 2017 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / RMS LTD - SC 13D AMENDMENT NO. 8 Activist Investment

SC 13D Amendment No. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number) Mark R. Tepsich, Esq. Terminal Tower, Suite 1600 50 Public Square Cleveland, OH

December 8, 2017 8-K

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 8, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization)

December 8, 2017 EX-12.1

Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends.*

Exhibit Exhibit 12.1 Forest City Realty Trust, Inc. Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends (dollars in thousands) Nine Months Ended Year Ended December 31, 11 Months Ended Year Ended September 30, 2017 2016 2015 2014 December 31, 2013 January 31, 2013 Earnings (in thousands) : Earnings (loss) from continuing operations before income taxes (excluding equity in ear

December 8, 2017 EX-24.1

Power of Attorney.*

Exhibit Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Forest City Realty Trust, Inc. (the ?Company?), a Maryland corporation, with offices at Terminal Tower, 50 Public Square, Cleveland, Ohio 44114, which proposes to file with the Securities and Exchange Commission a Shelf Registration Statement on Form S-3 (the ?Registration

December 8, 2017 S-3ASR

FCE.A / Forest City Realty Trust, Inc. S-3ASR

S-3ASR 1 forms-3x2017.htm S-3ASR As filed with the Securities and Exchange Commission on December 8, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorpor

November 29, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares increased quarterly dividend CLEVELAND, Ohio - November 29, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA) announced today that its board of direc

November 29, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 29, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commi

November 17, 2017 8-K

Other Events

8-K 1 form8-knovember162017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of in

November 2, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization)

November 2, 2017 EX-99.1

November 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predic

EX-99.1 2 november2017investorpres.htm EXHIBIT 99.1 November 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's fut

November 2, 2017 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2017 Third-Quarter and Year-to-Date Results ? Q3 Net earnings: $5.5 million ($0.02 per share) vs. loss of $430.9 million ($1.67 per share) Q316 ? Q3 FFO: $112.6 mill

November 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kforsupppackq3-2017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of inc

November 2, 2017 EX-99.1

Supplemental Package For the Quarter Ended September 30, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Third Quarter 2017

Exhibit 99.1 Supplemental Package For the Quarter Ended September 30, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Third Quarter 2017 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 7 Consolidated Statements of Operations 9 Net Asset Value Components 10 Supplemental Operating Information Occupancy Data 14 Retail Sales Data 15

November 2, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

September 11, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 11, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Comm

September 11, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 Forest City Reviewing Operating, Strategic, Financial and Structural O

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 Forest City Reviewing Operating, Strategic, Financial and Structural Options to Enhance Stockholder Value CLEVELAND - September 11, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA) (?Forest City? o

September 8, 2017 424B7

Forest City Realty Trust, Inc. 1,956,788 of Class A Common Stock

424B7 1 prospectussupplementno1.htm 424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333- 208829 PROSPECTUS SUPPLEMENT NO. 1 Forest City Realty Trust, Inc. 1,956,788 of Class A Common Stock This prospectus supplement no. 1 supplements and amends the prospectus, dated January 4, 2016 (the “prospectus”) relating to the offering for resale by the selling shareholders of up to 1,956,788 shares

August 31, 2017 CORRESP

FCE.A / Forest City Realty Trust, Inc. ESP

Document August 31, 2017 VIA EDGAR AND EMAIL Mr. Wilson K. Lee Senior Staff Accountant Office of Real Estate and Commodities U.S. Securities and Exchange Commission Washington, D.C. 20549 RE: Forest City Realty Trust, Inc. Form 10-K for the fiscal year ended December 31, 2016 Filed February 27, 2017 File No. 1-37671 Dear Mr. Lee: Forest City Realty Trust, Inc. (the ?Company?) has received your let

August 22, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares increased quarterly dividend CLEVELAND, Ohio - August 22, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA) announced today that its board of directo

August 22, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commiss

August 3, 2017 EX-99.1

August 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predicti

fcrtinvestordeckaugust20 August 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company?s or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's future events and actual results

August 3, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1

August 3, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-37

August 3, 2017 EX-99.1

Supplemental Package For the Quarter Ended June 30, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Second Quarter 2017

Exhibit 99.1 Supplemental Package For the Quarter Ended June 30, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Second Quarter 2017 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 7 Consolidated Statements of Operations 9 Net Asset Value Components 11 Supplemental Operating Information Occupancy Data 15 Retail Sales Data 16 Leas

August 3, 2017 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.2 3 fcrtex992erq2-2017.htm EXHIBIT 99.2 Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2017 Second-Quarter and Year-to-Date Results • Q2 Net earnings: $56.8 million ($0.22 per share) vs. $26.6 million ($0.1

August 3, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2017 Forest City Realty

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (C

August 3, 2017 EX-10.1

Forest City Realty Trust, Inc. Amended and Restated Board of Directors Compensation Policy, effective May 17, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (File No. 1-37671).

EXHIBIT 10.1 FOREST CITY REALTY TRUST, INC. BOARD OF DIRECTORS COMPENSATION POLICY (As Amended and Restated) Effective as of May 17, 2017, the compensation for non-employee directors is as follows: A. Annual Retainer and Annual Stock Option Award ? Non-employee directors shall be paid an annual board meeting retainer of $65,000.00, to be paid quarterly. ? Non-employee directors shall receive addit

July 10, 2017 EX-99.1

JULY 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or prediction

EX-99.1 2 fcrtinvestordeckjuly2017.htm EXHIBIT 99.1 JULY 2017 Investor Presentation Exhibit 99.1 Disclosure Information INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's future

July 10, 2017 8-K

Forest City Realty Trust 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-

June 29, 2017 11-K

Forest City Realty Trust 11-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

June 26, 2017 15-12B

Forest City Realty Trust 15-12B

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37671 FOREST CITY REALTY TRUST, INC. (Exact name of registrant

June 14, 2017 EX-10.2

Form of Letter Agreement Regarding Severance Plan Enhancements, incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 14, 2017 (File No. 1-37671).

EX-10.2 3 ex102letteragreementregard.htm EXHIBIT 10.2 Exhibit 10.2 [•], 2017 [•] Forest City Employer, LLC Terminal Tower, Suite 1100 50 Public Square Cleveland, OH 44113 Re: Severance Plan Dear [•], You have been a valued member of the executive team at Forest City Employer, LLC (the “Company”) and its predecessors through the years. In order to encourage your full attention and dedication to the

June 14, 2017 EX-10.3

Forest City Employer, LLC Severance Plan, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 14, 2017 (File No. 1-37671).

EX-10.3 4 ex103forestcityemployerllc.htm EXHIBIT 10.3 Exhibit 10.3 Forest City Employer, LLC Severance Plan and Summary Plan Description The Forest City Employer, LLC Severance Plan (the “Severance Plan”) is available to Forest City associates (“you” or an “associate”) who satisfy all of the requirements described below. The Severance Plan is intended to provide benefits to eligible associates of

June 14, 2017 EX-10.1

Form of Change of Control Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 14, 2017 (File No. 1-37671).

EX-10.1 2 ex101changeofcontrolagreem.htm EXHIBIT 10.1 Exhibit 10.1 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (“Agreement”), is made effective [•], 2017 (the “Effective Date”), by and between Forest City Employer, LLC (the “Company”), and [•] (“Employee”). 1. Term. Except as otherwise provided below, the “Term” of this Agreement shall commence on the Effective Date and end on the

June 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-kchangeofcontrolande.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 14, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of i

June 13, 2017 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 26, 2017, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2

June 12, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d411995d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdicti

June 12, 2017 EX-3.1

Articles of Amendment and Restatement of Forest City Realty Trust, Inc., effective June 12, 2017, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 12, 2017 (File No. 1-37671).

EX-3.1 Exhibit 3.1 FOREST CITY REALTY TRUST, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Forest City Realty Trust, Inc., a Maryland corporation (the ?Corporation?), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE I INCORPOR

June 12, 2017 EX-3.2

Amended and Restated Bylaws of Forest City Realty Trust, Inc., effective June 12, 2017, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on June 12, 2017 (File No. 1-37671).

EX-3.2 Exhibit 3.2 FOREST CITY REALTY TRUST, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Forest City Realty Trust, Inc., a Maryland corporation (the ?Corporation?), in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, in

June 12, 2017 EX-99.1

Forest City Stockholders Approve Reclassification of Dual-Class Share Structure

EX-99.1 4 d411995dex991.htm EX-99.1 Exhibit 99.1 At the Company: On the Web: Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 For immediate release Forest City Stockholders Approve Reclassification of Dual-Class Share Structure CLEVELAND, Ohio – June 9, 2017 – Forest City Realty Trust, Inc. (NY

May 30, 2017 425

Forest City Realty Trust 425 (Prospectus)

425 Filed by Forest City Realty Trust, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Forest City Realty Trust, Inc. Commission File No. for Registration Statement on Form S-4: 333-216439 Date: May 30, 2017 Dear Fellow Stockholders, With Forest City?s 2017 Annual Meeting rapidly approach

May 17, 2017 8-K/A

Forest City Realty Trust 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commissi

May 17, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares quarterly dividend CLEVELAND, Ohio - May 17, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) announced today that its board of directors h

May 17, 2017 8-K

Forest City Realty Trust 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission

May 15, 2017 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdiction of incorporation)

May 15, 2017 425

Forest City Realty Trust FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdiction of incorporation)

May 8, 2017 425

Forest City Realty Trust 425 (Prospectus)

Document Filed by Forest City Realty Trust, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Forest City Realty Trust, Inc. Commission File No. for Registration Statement on Form S-4: 333-216439 Date: May 5, 2017 Explanatory Note: This Form 425 contains a transcription of Forest City Realt

May 4, 2017 10-Q

Forest City Realty Trust 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 4, 2017 EX-10.1

Second Amendment to the Forest City Realty Trust, Inc. 1994 Stock Plan, effective as of March 24, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2017 (File No. 1-37671)

EX-10.1 2 fcrt-10qex1013312017.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO THE FOREST CITY REALTY TRUST, INC. 1994 STOCK PLAN (As Amended and Restated as of December 31, 2015) Effective on March 24, 2017, the Board of Directors of Forest City Realty Trust, Inc. approved and adopted this Second Amendment to the Forest City Realty Trust, Inc. 1994 Stock Plan (As Amended and Restated as of Dece

May 4, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2017 Forest City Realty Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (Comm

May 4, 2017 EX-10.2

Form of Restricted Shares Agreement for Nonemployee Directors, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2017 (File No. 1-37671).

Exhibit 10.2 FOREST CITY REALTY TRUST, INC. RESTRICTED SHARES AGREEMENT (Directors) WHEREAS, (the “Grantee”) is a nonemployee director of Forest City Realty Trust, Inc. (the “Company”); WHEREAS, a grant of Restricted Shares to the Grantee, and the execution of a Restricted Shares Agreement in the form hereof (this “Agreement”) to evidence such grant, were authorized by unanimous approval of the Co

May 4, 2017 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.2 3 fcrtex992erq1-2017.htm EXHIBIT 99.2 Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Executive Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2017 First-Quarter Results CLEVELAND, Ohio - May 4, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) today a

May 4, 2017 EX-99.1

Supplemental Package For the Quarter Ended March 31, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package First Quarter 2017

Exhibit 99.1 Supplemental Package For the Quarter Ended March 31, 2017 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package First Quarter 2017 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 7 Consolidated Statements of Operations 9 Net Asset Value Components 11 Supplemental Operating Information Occupancy Data 15 Retail Sales Data 16 Leas

May 2, 2017 425

Forest City Realty Trust 425 (Prospectus)

425 Filed by Forest City Realty Trust, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Forest City Realty Trust, Inc. Commission File No. for Registration Statement on Form S-4: 333-216439 Date: May 2, 2017 Explanatory Note: This Form 425 contains the proxy cards first being mailed to For

May 1, 2017 424B3

PROXY STATEMENT FOR FOREST CITY REALTY TRUST, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2017 PROSPECTUS FOR FOREST CITY REALTY TRUST, INC. 24,612,501 SHARES OF CLASS A COMMON STOCK (NYSE: FCE.A)

424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-216439 PROXY STATEMENT FOR FOREST CITY REALTY TRUST, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 9, 2017 PROSPECTUS FOR FOREST CITY REALTY TRUST, INC. 24,612,501 SHARES OF CLASS A COMMON STOCK (NYSE: FCE.A) Dear Fellow Stockholder: I am pleased to invite you to attend the 2017 annual meeting of stockholders t

April 28, 2017 CORRESP

Forest City Realty Trust ESP

Acceleration Request Letter [Letterhead of Forest City Realty Trust, Inc.] April 28, 2017 Ms. Sandra B. Hunter Staff Attorney Office of Real Estate and Commodities Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Forest City Realty Trust, Inc. Registration Statement on Form S-4 (File No. 333-2164

April 27, 2017 EX-24.1

POWER OF ATTORNEY

EX-24.1 3 d289676dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of Forest City Realty Trust, Inc., a Maryland corporation, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to an offering of securities, hereby constitutes and appoints Da

April 27, 2017 CORRESP

Forest City Realty Trust ESP

CORRESP [Letterhead of Sullivan & Cromwell LLP] April 26, 2017 Via EDGAR correspondence Ms.

April 27, 2017 CORRESP

Forest City Realty Trust ESP

CORRESP [Letterhead of Sullivan & Cromwell LLP] April 27, 2017 Via EDGAR correspondence Ms.

April 27, 2017 S-4/A

As filed with the Securities and Exchange Commission on April 27, 2017

Form S-4 Amendment No. 2 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2017 Registration No. 333-216439 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 6798 47

April 27, 2017 EX-99.1

[PRELIMINARY COPY]

Exhibit 99.1 [PRELIMINARY COPY] FOREST CITY REALTY TRUST, INC. 1100 TERMINAL TOWER 50 PUBLIC SQUARE CLEVELAND, OH 44113 ATTN: JEFF LINTON VOTE BY INTERNET?www.proxyvote.com Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 8, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create

April 27, 2017 EX-99.2

[PRELIMINARY COPY]

EX-99.2 5 d289676dex992.htm EX-99.2 Exhibit 99.2 [PRELIMINARY COPY] FOREST CITY REALTY TRUST, INC. 1100 TERMINAL TOWER 50 PUBLIC SQUARE CLEVELAND, OH 44113 ATTN: JEFF LINTON VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 8, 2017. Have your proxy card in hand when you access the web site and follow the instructions t

April 27, 2017 EX-99.5

CONSENT OF CRAIG MACNAB

EX-99.5 7 d289676dex995.htm EX-99.5 Exhibit 99.5 CONSENT OF CRAIG MACNAB In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, as amended (File No. 333-216439), filed by Forest City Realty Trust, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Registration State

April 27, 2017 EX-99.4

1

Exhibit 99.4 April 27, 2017 The Board of Directors of Forest City Realty Trust, Inc. Terminal Tower, 50 Public Square, Suite 1100 Cleveland, OH 44113 Re: Amendment No. 2 to Registration Statement on Form S-4 of Forest City Realty Trust, Inc. (the ?Company?) Dear Company: Reference is made to our opinion letter (?opinion?), dated December 5, 2016. Our opinion was provided for the information and as

April 24, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 Forest City Appoints Z. Jamie Behar and Nominates Craig Macnab to the For

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 Forest City Appoints Z. Jamie Behar and Nominates Craig Macnab to the Forest City Board of Directors Addition of Two Highly Qualified, Independent Directors Underscores Forest City?s Commitment to Good

April 24, 2017 8-K

Forest City Realty Trust 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 21, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1

April 14, 2017 EX-99.4

1

Exhibit 99.4 April 14, 2017 The Board of Directors of Forest City Realty Trust, Inc. Terminal Tower, 50 Public Square, Suite 1100 Cleveland, OH 44113 Re: Amendment No. 1 to Registration Statement on Form S-4 of Forest City Realty Trust, Inc. (the ?Company?) Dear Company: Reference is made to our opinion letter (?opinion?), dated December 5, 2016. Our opinion was provided for the information and as

April 14, 2017 CORRESP

Forest City Realty Trust ESP

CORRESP [Letterhead of Sullivan & Cromwell LLP] April 14, 2017 Via EDGAR correspondence Ms.

April 14, 2017 S-4/A

As filed with the Securities and Exchange Commission on April 14, 2017

S-4/A 1 d289676ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 14, 2017 Registration No. 333-216439 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 67

March 3, 2017 EX-99.2

[PRELIMINARY COPY]

EX-99.2 7 d289676dex992.htm EX-99.2 Exhibit 99.2 [PRELIMINARY COPY] FOREST CITY REALTY TRUST, INC. 1100 TERMINAL TOWER 50 PUBLIC SQUARE CLEVELAND, OH 44113 ATTN: JEFF LINTON VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on [TBD], [TBD], 2017. Have your proxy card in hand when you access the web site and follow the instruct

March 3, 2017 EX-99.4

1

EX-99.4 9 d289676dex994.htm EX-99.4 Exhibit 99.4 March 3, 2017 The Board of Directors of Forest City Realty Trust, Inc. Terminal Tower, 50 Public Square, Suite 1100 Cleveland, OH 44113 Re: Registration Statement on Form S-4 of Forest City Realty Trust, Inc. (the “Company”) Dear Company: Reference is made to our opinion letter (“opinion”), dated December 5, 2016. Our opinion was provided for the in

March 3, 2017 SC 13G

FCE.A / Forest City Realty Trust, Inc. / Senator Investment Group LP - FOREST CITY REALTY TRUST, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 345605109 (CUSIP Number) February 27, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule

March 3, 2017 S-4

As filed with the Securities and Exchange Commission on March 3, 2017

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on March 3, 2017 Registration No.

March 3, 2017 EX-24.1

POWER OF ATTORNEY

EX-24.1 5 d289676dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned directors and officers of Forest City Realty Trust, Inc., a Maryland corporation, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to an offering of securities, hereby constitutes and appoints Da

March 3, 2017 EX-99.3

Consent of Lazard Frères & Co. LLC

Exhibit 99.3 Consent of Lazard Fr?res & Co. LLC We hereby consent to the inclusion of our opinion, dated as of December 5, 2016, to the Special Committee of the Board of Directors of Forest City Realty Trust, Inc. (the ?Company?) as Annex D to the proxy statement/prospectus, which is part of the Registration Statement on the Company?s Form S-4 filed with the Securities and Exchange Commission, rel

March 3, 2017 EX-99.1

[PRELIMINARY COPY]

EX-99.1 6 d289676dex991.htm EX-99.1 Exhibit 99.1 [PRELIMINARY COPY] FOREST CITY REALTY TRUST, INC. 1100 TERMINAL TOWER 50 PUBLIC SQUARE CLEVELAND, OH 44113 ATTN: JEFF LINTON VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on [TBD], [TBD], 2017. Have your proxy card in hand when you access the web site and follow the instruct

March 1, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-kq1dividend2017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorp

March 1, 2017 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.1 2 fcrtex991q12017dividendpre.htm EXHIBIT 99.1 Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 For immediate release Forest City board declares increased quarterly dividend CLEVELAND, Ohio - March 1, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA a

February 27, 2017 10-K

Forest City Realty Trust 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 27, 2017 EX-99.1

Supplemental Package For the Quarter Ended December 31, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Fourth Quarter 2016

Exhibit 99.1 Supplemental Package For the Quarter Ended December 31, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Fourth Quarter 2016 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 9 Consolidated Statements of Operations 11 Net Asset Value Components 13 Supplemental Operating Information Occupancy Data 17 Retail Sales Data 18

February 27, 2017 EX-21

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT The subsidiaries below are owned by Forest City Realty Trust, Inc.

February 27, 2017 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2016 Fourth-Quarter and Yearend Results CLEVELAND, Ohio - February 27, 2017 - Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) today announced financial results for

February 27, 2017 EX-10.51

Reimbursement Agreement, dated as of October 24, 2016, by and among the Company and RMS, Limited Partnership, incorporated by reference to Exhibit 10.51 to Forest City Realty Trust, Inc.’s Form 10-K for the year ended December 31, 2016 (File No. 1-37671).

EX-10.51 2 fcrt-10kex105112312016.htm EXHIBIT 10.51 Exhibit 10.51 Forest City Realty Trust, Inc. October 24, 2016 CONFIDENTIAL RMS, Limited Partnership 50 Public Square 1600 Terminal Tower Cleveland, OH 44113 Attn: Charles A. Ratner, General Partner Dear Chuck: This letter memorializes the agreement of Forest City Realty Trust, Inc. (the “Company”) to reimburse RMS, Limited Partnership (together w

February 27, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2017 Forest City Rea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2017 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671

February 27, 2017 EX-24

DIRECTOR AND/OR OFFICER OF FOREST CITY REALTY TRUST, INC. FORM 10-K POWER OF ATTORNEY

Exhibit 24 DIRECTOR AND/OR OFFICER OF FOREST CITY REALTY TRUST, INC. FORM 10-K POWER OF ATTORNEY The undersigned Director and/or Officer of Forest City Realty Trust, Inc., a Maryland corporation (the "Corporation"), hereby constitutes and appoints David J. LaRue, with full power of substitution and resubstitution, as attorney of the undersigned, for him or her and in his or her name, place and ste

February 14, 2017 EX-99.1

EX-99.1

EX-99.1 5 attachment4.htm EX-99.1 DOCUMENT Exhibit A i.) individually. ii.) Trustee. James Ratner Revocable Trust dated 12/04/1981 Max Ratner 1986 Family Trust fbo Daniel G. Ratner Max Ratner 1988 Grandchildren's Trust fbo Daniel G. Ratner Max Ratner 1986 Family Trust fbo Austin Ratner Max Ratner 1999 Irrevocable Trust fbo Daniel G. Ratner Albert B. Ratner 1986 Grandchildren's Trust Agreement date

February 14, 2017 EX-24.1

EX-24.1

EX-24.1 3 attachment2.htm EX-24.1 DOCUMENT POWER OF ATTORNEY Know all by these present, that the undersigned does hereby constitute and appoint John M. Gherlein, John J. Harrington and Mark Tepsich, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and a

February 14, 2017 EX-24

EX-24

POWER OF ATTORNEY Know all by these present, that the undersigned does hereby constitute and appoint John M.

February 14, 2017 EX-99

EX-99

Exhibit A i.) Individually ii.) Trustee: Ronald Ratner 1986 Revocable Trust Agreement -> Kevin Ratner 1986 Trust Agreement dated December 18, 1986 Charles Ratner Trust Agreement dated December 5, 1983 FBO Kevin Ratner Rachel Ratner 1988 Trust Agreement dated November 26, 1988 Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 James Ratner Revocable Trust Agreement dated December 4, 1981 Ja

February 14, 2017 EX-99.2

EX-99.2

Exhibit A i.) Individually. ii.) Trustee. -> Kevin Ratner 1986 Trust Agreement dated December 18, 1986 Charles Ratner and Ilana Horowitz Ratner 2004 Trust Agreement dated April 12, 2004 FBO Max Ratner Charles Ratner and Ilana Horowitz Ratner 2004 Trust Agreement dated April 12, 2004 FBO Ezra Ratner Rachel Ratner 2006 Irrevocable Trust Agreement dated January 1, 2006 FBO Avra Greenspan Rachel Ratne

February 14, 2017 EX-24.1

EX-24.1

EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT POWER OF ATTORNEY Know all by these present, that the undersigned does hereby constitute and appoint John M. Gherlein, John J. Harrington and Mark Tepsich, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and a

February 14, 2017 EX-24.2

EX-24.2

EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT POWER OF ATTORNEY Know all by these present, that the undersigned does hereby constitute and appoint John M. Gherlein, John J. Harrington and Mark Tepsich, and each of them, as the undersigned's true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and a

February 14, 2017 EX-99.1

EX-99.1

EX-99.1 4 attachment3.htm EX-99.1 DOCUMENT Exhibit A i.) Individually ii.) Trustee: Ronald Ratner 1986 Revocable Trust Agreement Kevin Ratner 1986 Trust Agreement dated December 18, 1986 Charles Ratner Trust Agreement dated December 5, 1983 FBO Kevin Ratner Rachel Ratner 1988 Trust Agreement dated November 26, 1988 -> Jonathan Ratner 1992 Trust Agreement dated January 2, 1992 James Ratner Revocabl

February 14, 2017 EX-99

EX-99

Exhibit A i.) Trustee. -> Albert Ratner Trust Agreement dated August 17, 1985, as amended and restated Brian J. Ratner Trust Agreement dated August 18, 1986, Revocation and Re-Creation of Trust and Restatement dated February 3 James Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Austin G. Ratner James Ratner 1986 Family Trust Agreement dated December 18, 1986 FBO Daniel G. Ratner M

February 14, 2017 EX-24

EX-24

POWER OF ATTORNEY Know all by these present, that the undersigned does hereby constitute and appoint John M.

February 13, 2017 SC 13G

FCE.A / Forest City Realty Trust, Inc. / VANGUARD SPECIALIZED FUNDS Passive Investment

SC 13G 1 forestcityrealtytrustinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Forest City Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 345605109 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule purs

February 13, 2017 SC 13G/A

FCE.A / Forest City Realty Trust, Inc. / VANGUARD GROUP INC Passive Investment

forestcityrealtytrustinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Forest City Realty Trust Inc Title of Class of Securities: REIT CUSIP Number: 345605109 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the approp

February 7, 2017 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

January 31, 2017 425

Forest City Realty Trust 425 (Prospectus)

Document Filed by Forest City Realty Trust, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Forest City Realty Trust, Inc. (Commission File No. 001-37671) Date: January 31, 2017 Message to Employees of Forest City Realty Trust, Inc. January 31, 2017 To All Employees: As some associates ma

January 31, 2017 425

Forest City Realty Trust 425 (Prospectus)

Document Filed by Forest City Realty Trust, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Forest City Realty Trust, Inc. (Commission File No. 001-37671) Date: January 31, 2017 AT THE COMPANY: ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff L

January 3, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 27, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commi

January 3, 2017 EX-10.1

Letter Agreement, dated December 27, 2016, by and among James A. Ratner and Forest City Realty Trust, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 3, 2017 (File No. 1-37671).

Exhibit Exhibit 10.1 December 27, 2016 Mr. James A. Ratner Forest City Employer, LLC Terminal Tower 50 Public Square, Suite 1100 Cleveland, OH 44113-2267 Re: Vesting of Equity Awards Jim, This letter memorializes our agreement regarding the treatment of your currently outstanding equity awards-as approved by the Compensation Committee on December 27, 2016-in connection with your retirement as Exec

December 7, 2016 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

December 7, 2016 SC 13D/A

FCE.B / Forest City Realty Trust, Inc. / RMS LTD - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) Forest City Realty Trust, Inc. (Name of Issuer) Class B Common Stock, $.01 par value per share (Title of Class of Securities) 345605208 (CUSIP Number) Mark R. Tepsich, Esq. Terminal Tower, Suite 1600 50 Public Square Cleveland, OH 44113 (216) 5

December 6, 2016 EX-10.3

Voting and Support Agreement, dated as of December 5, 2016, by and between Forest City Realty Trust, Inc., and Scopia Capital Management LP and Scopia Management, Inc., on behalf of themselves and their affiliates, incorporated by reference to Exhibit 10.3 to Forest City Realty Trust, Inc.’s Form 8-K filed on December 6, 2016 (File No. 1-37671).

EX-10.3 6 d281689dex103.htm EX-10.3 Exhibit 10.3 This VOTING AND SUPPORT AGREEMENT, dated December 5, 2016 (this “Agreement”) is by and between Forest City Realty Trust, Inc. (the “Company”), on the one hand, and Scopia Capital Management LP and Scopia Management, Inc. (“Scopia Management”), on behalf of themselves and their Affiliates, on the other (Scopia Capital Management LP and Scopia Managem

December 6, 2016 EX-10.1

Reclassification Agreement, dated as of December 5, 2016, by and between Forest City Realty Trust, Inc. and RMS, Limited Partnership, incorporated by reference to Exhibit 10.1 to Forest City Realty Trust, Inc.’s Form 8-K filed on December 6, 2016 (File No. 1-37671).

EX-10.1 4 d281689dex101.htm EX-10.1 Exhibit 10.1 RECLASSIFICATION AGREEMENT by and between FOREST CITY REALTY TRUST, INC. and RMS, LIMITED PARTNERSHIP Dated as of December 5, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation 6 ARTICLE II THE CLOSING; EFFECT ON CAPITAL STOCK Section 2.1 Closing 6 Section 2.2 Reclassification of Capital Stock 7 Se

December 6, 2016 EX-10.2

Irrevocable Proxy, dated as of December 5, 2016, by and between Forest City Realty Trust, Inc. and RMS, Limited Partnership, incorporated by reference to Exhibit 10.2 to Forest City Realty Trust, Inc.’s Form 8-K filed on December 6, 2016 (File No. 1-37671).

EX-10.2 Exhibit 10.2 IRREVOCABLE PROXY This IRREVOCABLE PROXY (this ?Irrevocable Proxy?), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the ?Company?), and RMS, Limited Partnership, an Ohio limited partnership (?RMS?). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the

December 6, 2016 EX-3.1

[Form of] FOREST CITY REALTY TRUST, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

EX-3.1 2 d281689dex31.htm EX-3.1 Exhibit 3.1 [Form of] FOREST CITY REALTY TRUST, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Forest City Realty Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as her

December 6, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdiction of incorporati

December 6, 2016 EX-99.1

Forest City Enters into Agreement to Eliminate the Company’s Dual-Class Share Structure; Announces Board Changes and Corporate Governance Enhancements

EX-99.1 Exhibit 99.1 At the Company: On the Web: Mike Lonsway www.forestcity.net Senior Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Enters into Agreement to Eliminate the Company?s Dual-Class Share Structure; Announces Board Changes and Corporate Governance Enhancements ? Announces Support Agreeme

December 6, 2016 EX-3.2

[Form of] FOREST CITY REALTY TRUST, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

EX-3.2 Exhibit 3.2 [Form of] FOREST CITY REALTY TRUST, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Forest City Realty Trust, Inc., a Maryland corporation (the ?Corporation?), in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional o

December 6, 2016 EX-99.1

Forest City Enters into Agreement to Eliminate the Company’s Dual-Class Share Structure; Announces Board Changes and Corporate Governance Enhancements

EX-99.1 7 d281689dex991.htm EX-99.1 Exhibit 99.1 At the Company: On the Web: Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Enters into Agreement to Eliminate the Company’s Dual-Class Share Structure; Announces Board Changes and Corporate Governance Enhancements

December 6, 2016 EX-10.1

RECLASSIFICATION AGREEMENT by and between FOREST CITY REALTY TRUST, INC. RMS, LIMITED PARTNERSHIP Dated as of December 5, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation 6 ARTICLE II THE CLOSING;

EX-10.1 4 d281689dex101.htm EX-10.1 Exhibit 10.1 RECLASSIFICATION AGREEMENT by and between FOREST CITY REALTY TRUST, INC. and RMS, LIMITED PARTNERSHIP Dated as of December 5, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation 6 ARTICLE II THE CLOSING; EFFECT ON CAPITAL STOCK Section 2.1 Closing 6 Section 2.2 Reclassification of Capital Stock 7 Se

December 6, 2016 EX-3.1

[Form of] FOREST CITY REALTY TRUST, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

EX-3.1 2 d281689dex31.htm EX-3.1 Exhibit 3.1 [Form of] FOREST CITY REALTY TRUST, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Forest City Realty Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as her

December 6, 2016 425

Forest City Realty Trust FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 1-37671 47-4113168 (State or other jurisdiction of incorporati

December 6, 2016 EX-10.2

IRREVOCABLE PROXY

EX-10.2 5 d281689dex102.htm EX-10.2 Exhibit 10.2 IRREVOCABLE PROXY This IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the “Company”), and RMS, Limited Partnership, an Ohio limited partnership (“RMS”). Capitalized terms used but not defined herein shall have the respective meaning

December 6, 2016 EX-3.2

[Form of] FOREST CITY REALTY TRUST, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

EX-3.2 Exhibit 3.2 [Form of] FOREST CITY REALTY TRUST, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Forest City Realty Trust, Inc., a Maryland corporation (the ?Corporation?), in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional o

December 6, 2016 EX-10.3

-7- Krishna Veeraraghavan E-mail: [email protected] [email protected] [email protected] If to the Scopia Parties, to: Scopia Capital Management LP 152 West 57th Street, 33rd Floor New York, NY 10019 Attention: Jerome Lande Phone: (212

EX-10.3 6 d281689dex103.htm EX-10.3 Exhibit 10.3 This VOTING AND SUPPORT AGREEMENT, dated December 5, 2016 (this “Agreement”) is by and between Forest City Realty Trust, Inc. (the “Company”), on the one hand, and Scopia Capital Management LP and Scopia Management, Inc. (“Scopia Management”), on behalf of themselves and their Affiliates, on the other (Scopia Capital Management LP and Scopia Managem

November 30, 2016 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commi

November 30, 2016 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.1 2 fcrtex991q42016dividendpre.htm EXHIBIT 99.1 Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 For immediate release Forest City board declares regular quarterly dividend CLEVELAND, Ohio - November 30, 2016 - Forest City Realty Trust, Inc. (NYSE: FCEA

November 3, 2016 10-Q

Forest City Realty Trust 10-Q (Quarterly Report)

10-Q 1 fcrt-9302016x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

November 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 3, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671

November 3, 2016 EX-99.1

Supplemental Package For the Quarter Ended September 30, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Third Quarter 2016

Exhibit 99.1 Supplemental Package For the Quarter Ended September 30, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Third Quarter 2016 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 9 Consolidated Statements of Operations 11 Net Asset Value Components 13 Supplemental Operating Information Occupancy Data 17 Retail Sales Data 18

November 3, 2016 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.2 3 fcrtex992erq3-2016.htm EXHIBIT 99.2 Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2016 Third-Quarter and Year-to-Date Results CLEVELAND, Ohio - November 3, 2016 - Forest City Realty Trust, Inc. (NYSE: FCE

October 27, 2016 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 24, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission File

August 18, 2016 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares regular quarterly dividend CLEVELAND, Ohio - August 18, 2016 - Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) announced today that its board of dir

August 18, 2016 EX-99.1

At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

Exhibit Exhibit 99.1 At the Company ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President ? Planning 216-416-3325 Jeff Linton Senior Vice President ? Corporate Communication 216-416-3558 For immediate release Forest City board declares regular quarterly dividend CLEVELAND, Ohio - August 18, 2016 - Forest City Realty Trust, Inc. (NYSE: FCEA and FCEB) announced today that its board of dir

August 18, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission File

August 18, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 1-37671 (Commission File

August 10, 2016 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

August 10, 2016 EX-99.1

Forest City: Undervalued, Underperforming…relative & absolute Forest City stock has underperformed the MSCI U.S. REIT Index (RMZ) by more than 50% over the last 5 years, despite generally higher leverage in a compressing cap rate environment. Notably

EX-99.1 August 2016 The abc’s of The dual-class structure at Forest City: Towing an Anchor Exhibit 99.1 Forest City: Undervalued, Underperforming…relative & absolute Forest City stock has underperformed the MSCI U.S. REIT Index (RMZ) by more than 50% over the last 5 years, despite generally higher leverage in a compressing cap rate environment. Notably performance year-to-date has continued to be

August 10, 2016 EX-99.1

Forest City: Undervalued, Underperforming…relative & absolute Forest City stock has underperformed the MSCI U.S. REIT Index (RMZ) by more than 50% over the last 5 years, despite generally higher leverage in a compressing cap rate environment. Notably

EX-99.1 August 2016 The abc’s of The dual-class structure at Forest City: Towing an Anchor Exhibit 99.1 Forest City: Undervalued, Underperforming…relative & absolute Forest City stock has underperformed the MSCI U.S. REIT Index (RMZ) by more than 50% over the last 5 years, despite generally higher leverage in a compressing cap rate environment. Notably performance year-to-date has continued to be

August 10, 2016 SC 13D/A

FCE.A / Forest City Realty Trust, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Forest City Realty Trust, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title and Class of Securities) 345605109 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd

August 4, 2016 10-Q

Forest City Realty Trust 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 4, 2016 EX-99.2

AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558

EX-99.2 3 fcrtex992erq2-2016.htm EXHIBIT 99.2 Exhibit 99.2 AT THE COMPANY ON THE WEB Mike Lonsway www.forestcity.net Senior Vice President – Planning 216-416-3325 Jeff Linton Senior Vice President – Corporate Communication 216-416-3558 FOR IMMEDIATE RELEASE Forest City Reports 2016 Second-Quarter and Year-to-Date Results • Year-to-date Net Earnings, Consolidated Revenues ahead of same period in 20

August 4, 2016 EX-10.4

First Amendment to the Forest City Realty Trust, Inc. 1994 Stock Plan, effective as of May 25, 2016, incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (File No. 1-37671).

EX-10.4 2 fcrt-10qex1046302016.htm EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO THE FOREST CITY REALTY TRUST, INC. 1994 STOCK PLAN (As Amended and Restated as of December 31, 2015) Effective on May 25, 2016, the Board of Directors of Forest City Realty Trust, Inc. approved and adopted this First Amendment to the Forest City Realty Trust, Inc. 1994 Stock Plan (As Amended and Restated as of December

August 4, 2016 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2016 Forest City Realty

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2016 Forest City Realty Trust, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 1-37671 (C

August 4, 2016 EX-99.1

Supplemental Package For the Quarter Ended June 30, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Second Quarter 2016

Exhibit 99.1 Supplemental Package For the Quarter Ended June 30, 2016 Forest City Realty Trust, Inc. and Subsidiaries - Supplemental Package Second Quarter 2016 Index Corporate Description 2 Selected Financial Information Consolidated Balance Sheets 9 Consolidated Statements of Operations 13 Net Asset Value Components 17 Supplemental Operating Information Occupancy Data 21 Retail Sales Data 22 Lea

July 28, 2016 CORRESP

Forest City Realty Trust ESP

Document July 28, 2016 VIA EDGAR AND EMAIL Mr. Wilson K. Lee Senior Staff Accountant Office of Real Estate and Commodities U.S. Securities and Exchange Commission Washington, D.C. 20549 RE: Forest City Realty Trust, Inc. Form 10-K for the fiscal year ended December 31, 2015 Filed February 23, 2016 File No. 001-37671 Form 8-K Filed May 5, 2016 File No. 001-37671 Dear Mr. Lee: Forest City Realty Tru

June 22, 2016 11-K

Forest City Realty Trust 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the

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