Item 3.02. Unregistered Sales of Equity Securities.

On December 18, 2012, Forest City Enterprises, Inc. (the "Company") completed an exchange of $75,724,050 in aggregate amount of liquidation preference, or 1,514,481 shares, of the Company's outstanding Series A Cumulative Perpetual Convertible Preferred Stock (the "Preferred Stock") for 5,008,231 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 $5,188,099 for additional exchange consideration, including the dividend that would have been payable on 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 December 14, 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.

Item 8.01. Other Events.

On December 20, 2012, the Company issued a press release announcing that its Board of Directors had approved a $100 million common share repurchase program to replace its prior repurchase program. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number Description 99.1 - Press Release of Forest City Enterprises, Inc., dated December 20, 2012 announcing the common share repurchase program.

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