Forestar Group Inc. — Director's Dealing 2010

Feb 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2010-02-09

Reporting Person: Portwood Charles J. (Sr. Vice President - Land Mgmt)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	A	1809	$0.00	Acquired	4803	Direct
2010-02-09	Common Stock	A	4453	$0.00	Acquired	9256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	Option (right to buy)	$17.80	A	3586	Acquired	2020-02-09	Common Stock (3586)	Direct
2010-02-09	Stock Appreciation Right	$17.80	A	4209	Acquired	2020-02-09	Common Stock (4209)	Direct
2010-02-09	Restricted Share Units	$	A	2124	Acquired		Common Stock (2124)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	478	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$15.02	2014-02-06	Common Stock (266)	266	Direct
Option (right to buy)	$20.26	2015-02-04	Common Stock (1250)	1250	Direct
Option (right to buy)	$27.06	2016-02-03	Common Stock (1281)	1281	Direct
Option (right to buy)	$30.56	2017-02-02	Common Stock (1708)	1708	Direct
Option (right to buy)	$28.85	2018-02-12	Common Stock (6300)	6300	Direct
Stock Appreciation Right	$9.29	2019-02-12	Common Stock (19036)	19036	Direct
Restricted Share Units	$		Common Stock (8073)	8073	Direct

Footnotes

F1: Restricted shares granted on 2/9/2010 will vest effective 2/9/2013. Restricted shares are subject to a 1% ROA performance criteria.

F2: Restricted shares granted on 2/9/2010 will vest as follows: 1,485 effective 2/9/2011; 1,484 effective 2/9/2012; 1,484 effective 2/9/2013.

F3: In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

F4: Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

F5: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective 12/28/2007.

F6: Options are fully vested and exercisable as of the date of this report.

F7: Options to acquire 833 shares are fully vested and exercisable as of the date of this report. Options to acquire 417 shares will vest and become exercisable on 2/4/2009.

F8: Options to acquire 427 shares became exercisable on 2/3/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/3/2009 and 2/3/2010.

F9: Options to acquire 427 shares became exercisable on 2/2/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/2/2009, 2010 and 2011.

F10: Options to acquire 1,575 shares will vest and become exercisable on each of 2/12/2009, 2010, 2011 and 2012.

F11: Vesting schedule for Options granted 02/9/2010 - Exercise price is $17.80: Options Exercisable 02/9/2011 - 896; Options Exercisable 02/9/2012 - 897; Options Exercisable 02/9/2013 - 896; and Options Exercisable 02/9/2014 - 897.

F12: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2009 - Exercise price is $9.29: SARs Exercisable 02/10/2010 - 4,759; SARs Exercisable 02/10/2011 - 4,759; SARs Exercisable 02/10/2012 - 4,759; and SARs Exercisable 02/10/2013 - 4,759.

F13: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/9/2010 - Exercise price is $17.80: SARs Exercisable 02/9/2011 - 1,052; SARs Exercisable 02/9/2012 - 1,052; SARs Exercisable 02/9/2013 - 1,052; and SARs Exercisable 02/9/2014 - 1,053. SARs will be settled for cash.

F14: Restricted share units granted on 2/10/2009 will vest effective 2/10/2012. Restricted share units will be settled for cash based on the fair market value on the vesting date.

F15: Restricted share units granted on 2/9/2010 will vest effective 2/9/2013. Restricted share units will be settled for cash based on the fair market value on vesting date subject to a 1% ROA performance criteria.