Statement of Changes in Beneficial Ownership (4)
September 18 2017 - 3:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LARUE DAVID J
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2. Issuer Name
and
Ticker or Trading Symbol
Forest City Realty Trust, Inc.
[
FCEA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO & President
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(Last)
(First)
(Middle)
50 PUBLIC SQUARE, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2017
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(Street)
CLEVELAND, OH 44113
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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14559.601
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I
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See footnote
(1)
(26)
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Class A Common Stock
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33564.722
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I
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See footnote
(2)
(26)
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Class A Common Stock
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16450
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D
(3)
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Class A Common Stock
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25184
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D
(4)
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Class A Common Stock
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32209
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D
(5)
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Class A Common Stock
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4812.922
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I
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See footnote
(6)
(26)
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Class A Common Stock
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4812.922
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I
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See footnote
(7)
(26)
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Class A Common Stock
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4812.922
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I
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See footnote
(8)
(26)
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Class A Common Stock
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16660
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D
(9)
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Class A Common Stock
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1843.247
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D
(10)
(26)
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Class A Common Stock
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6835.374
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I
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See footnote
(11)
(26)
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Class A Common Stock
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3993.702
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D
(12)
(26)
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Class A Common Stock
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211102
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D
(13)
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Class A Common Stock
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6/12/2017
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J
(27)
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V
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1880
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A
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(27)
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34006.4465
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I
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401k Plan
(14)
(26)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common - Convertible
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$0
(27)
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6/12/2017
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J
(27)
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V
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1435.4697
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8/8/1988
(27)
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8/8/1988
(27)
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Common Stock
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1435.4697
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(27)
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0
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I
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401k Plan
(14)
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2008 Stock Option Grant (right to buy)
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$36.38
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6/18/2010
(15)
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6/18/2018
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Class A Common
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28059
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28059
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D
(15)
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2010 Stock Option Grant (right to buy)
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$15.89
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4/14/2012
(16)
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4/14/2020
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Class A Common
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26893
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26893
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D
(16)
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2011 Stock Option Grant (right to buy)
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$17.72
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4/13/2013
(17)
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4/13/2021
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Class A Common
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64277
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64277
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D
(17)
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2012 Stock Option Grant (right to buy)
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$14.74
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4/11/2014
(18)
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4/11/2022
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Class A Common
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77945
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77945
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D
(18)
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2013 Stock Option Grant (right to buy)
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$17.60
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4/8/2015
(19)
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4/8/2023
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Class A Common
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65630
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65630
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D
(19)
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2014 Stock Option Grant (right to buy)
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$18.73
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3/28/2016
(20)
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3/28/2024
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Class A Common
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62090
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62090
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D
(20)
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2014 Performance Shares
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$0
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12/31/2017
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8/8/1988
(21)
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Class A Common
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38441
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38441
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D
(21)
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2015 Performance Shares
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$0
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12/31/2017
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8/8/1988
(22)
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Class A Common
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32900
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32900
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D
(22)
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2016 Performance Shares
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$0
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12/31/2018
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8/8/1988
(23)
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Class A Common
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50367
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50367
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D
(23)
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2017 Performance Shares
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$0
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12/31/2019
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8/8/1988
(24)
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Class A Common
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48313
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48313
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D
(24)
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2015 Out Performance Shares
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$0
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12/31/2017
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8/8/1988
(25)
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Class A Common
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50000
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50000
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D
(25)
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Explanation of Responses:
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(1)
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David J. LaRue Trust.
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(2)
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David LaRue Family Trust
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(3)
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2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
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(4)
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2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
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(5)
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2017 Restricted Stock Grant - 25% vest on 3/24/2018; 25% vest on 3/24/2019; and 50% vest on 3/24/2020.
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(6)
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Shares held by Andre LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
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(7)
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Shares held by Paul LaRue, son, Cindy LaRue (spouse) is custodian on the account - Indirect
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(8)
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Shares held by Tessa LaRue, daughter,
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(9)
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Shares are held in street account.
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(10)
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Shares held by David LaRue - Roth IRA
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(11)
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Shares are held by Cindy LaRue (spouse) in street account.
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(12)
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Shares are held by David LaRue & Cindy LaRue Trust account.
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(13)
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Shares are held by transfer agent in a direct registration account.
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(14)
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FCE's 401k Plan account, shares are held indirect.
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(15)
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2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
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(16)
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2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
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(17)
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2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
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(18)
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2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
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(19)
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2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
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(20)
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2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
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(21)
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Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.
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(22)
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Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $24.62 per share. There is no fixed expiration date.
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(23)
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Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $20.94 per share. There is no fixed expiration date.
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(24)
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Performance Shares Award - granted 3/24/2017 - performance period is from January 1, 2017 to December 31, 2019. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $21.83 per share. There is no fixed expiration date.
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(25)
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Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will vest 50% on December 31, 2017 and 50% on December 31, 2018 and will be available to the grantee provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date.
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(26)
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Accounts with automatic dividend reinvestment have been updated to reflect current balances.
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(27)
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Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock and cash in lieu of fractional shares. Acquisition and dispositions in the reclassification are also exempt under Rule 16b-3(d) and (e), respectively. There was no fixed exercise date or expiration date prior to the reclassification.
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Remarks:
Accounts with automatic dividend reinvestment have been updated to reflect current balances.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LARUE DAVID J
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH 44113
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X
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CEO & President
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Signatures
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J. Matthew Shady, Attorney-In-Fact for David J. LaRue
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9/18/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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