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

H

Starboard A LP

(a)

Starboard A LP, as the general partner of Starboard Leaders Fund and the managing 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 A LP 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.

I.

Starboard A GP

(a)

Starboard A GP, as the general partner of Starboard A LP, 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 A GP 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.

J.

Starboard Value LP

(a)

As of the close of business on April 4, 2018, 1,763,635 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard Romeo LLC, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 11,190,967 Shares owned by Starboard V&O Fund, (ii) 1,327,356 Shares owned by Starboard S LLC, (iii) 754,811 Shares owned by Starboard C LP, (iv) 235,454 Shares owned by Starboard Romeo LLC, and (v) 1,763,635 Shares held in the Starboard Value LP Account.

Percentage: Approximately 5.7%

(b)

1.

Sole power to vote or direct vote: 15,272,223

2.

Shared power to vote or direct vote: 0

3.

Sole power to dispose or direct the disposition: 15,272,223

4.

Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Romeo LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.