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

D.

Starboard R LP

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 754,811 Shares owned by Starboard C LP.

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)

Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

E.

Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 754,811 Shares owned by Starboard C LP.

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)

Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

F.

Starboard Romeo LLC

(a)

As of the close of business on April 4, 2018, Starboard Romeo LLC beneficially owned 235,454 Shares.

Percentage: Less than 1%

(b)

1.

Sole power to vote or direct vote: 235,454

2.

Shared power to vote or direct vote: 0

3.

Sole power to dispose or direct the disposition: 235,454

4.

Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Romeo LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

G.

Starboard Leaders Fund

(a)

Starboard Leaders Fund, as a member of Starboard Romeo LLC, may be deemed the beneficial owner of the 235,454 Shares owned by Starboard Romeo LLC.

Percentage: Less than 1%

(b)

1.

Sole power to vote or direct vote: 235,454

2.

Shared power to vote or direct vote: 0

3.

Sole power to dispose or direct the disposition: 235,454

4.

Shared power to dispose or direct the disposition: 0

(c)

Starboard Leaders Fund has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard Romeo LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.