13D Filing: Starboard Value LP and Forest City Realty Trust Inc (FCE.A)

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to the Class A Common Stock, $0.01 par value per share (the “Shares”), of Forest City Realty Trust, Inc., a Maryland corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is Terminal Tower, Suite 1100, 50 Public Square, Cleveland, OH 44113.

Item 2.

Identity and Background.

(a)          This statement is filed by:

(i)

Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;

(ii)

Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;

(iii)

Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;

(iv)

Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;

(v)

Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;

(vi)

Starboard Leaders Romeo LLC, a Delaware limited liability company (“Starboard Romeo LLC”), with respect to the Shares directly and beneficially owned by it;

(vii)

Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard Romeo LLC;

(viii)

Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders Fund and the managing member of Starboard Romeo LLC;

(ix)

Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP;

(x)

Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Romeo LLC, Starboard Leaders Fund and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;

(xi)

Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;

(xii)

Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;

(xiii)

Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;