Item 3.02. Unregistered Sales of Equity Securities.
On October 19, 2012, Forest City Enterprises, Inc. (the "Company") completed an exchange of $133,723,550 in aggregate amount of liquidation preference, or 2,674,471 shares, of the Company's outstanding Series A Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock") for 8,844,204 shares of the Company's Class A common stock, par value $0.33 1/3 per share (the "Class A Common Stock"), a cash payment of $13,880,504 for additional exchange consideration, including dividends that would have been payable on December 15, 2012 and March 15, 2013, and cash in lieu of fractional shares. The exchange transaction was made pursuant to separate, privately negotiated exchange agreements with certain holders of the Preferred Stock. The Company previously announced the exchange transaction on a Form 8-K filed with the Securities and Exchange Commission on October 16, 2012.

The Company issued the Class A Common Stock in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. Shares of the Company's Class A Common Stock issuable upon the exchange of the Convertible Senior Notes have been listed on the New York Stock Exchange.

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