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

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 266,733,073 Shares outstanding, as of February 16, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2018.

A.	Starboard V&O Fund
	(a)	As of the close of business on April 4, 2018, Starboard V&O Fund beneficially owned 11,190,967 Shares.
		Percentage: Approximately 4.2%
	(b)	1.	Sole power to vote or direct vote: 11,190,967
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 11,190,967
		4.	Shared power to dispose or direct the disposition: 0
	(c)	The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
B.	Starboard S LLC
	(a)	As of the close of business on April 4, 2018, Starboard S LLC beneficially owned 1,327,356 Shares.
		Percentage: Less than 1%
	(b)	1.	Sole power to vote or direct vote: 1,327,356
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 1,327,356
		4.	Shared power to dispose or direct the disposition: 0
	(c)	The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
C.	Starboard C LP
	(a)	As of the close of business on April 4, 2018, Starboard C LP beneficially owned 754,811 Shares.
		Percentage: Less than 1%
	(b)	1.	Sole power to vote or direct vote: 754,811
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 754,811
		4.	Shared power to dispose or direct the disposition: 0
	(c)	The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.