Forestar Group Inc. — Director's Dealing 2010

Nov 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2010-11-23

Reporting Person: BRILL LOUIS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-23	Common Stock	M	1666	$8.68	Acquired	11573	Direct
2010-11-23	Common Stock	M	2666	$15.02	Acquired	14239	Direct
2010-11-23	Common Stock	S	3020	$18.10	Disposed	11219	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-23	Option (right to buy)	$8.68	M	1666	Disposed	2011-08-31	Common Stock (1666)	Direct
2010-11-23	Option (right to buy)	$15.02	M	2666	Disposed	2011-08-31	Common Stock (2666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9695	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$20.26	2011-08-31	Common Stock (3999)	3999	Direct
Option (right to buy)	$28.85	2018-02-12	Common Stock (20000)	20000	Direct
Restricted Share Units	$		Common Stock (1251)	23426	Direct

Footnotes

F1: The price reported is a weighted average sales price. The sales price ranged from $18.10 to $18.11. Reporting Person provided Issuer full information regarding the number of shares sold at each separate price. Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the issuer.

F2: 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.

F3: Options Vesting Schedule - Exercise price is $8.68: Options Exercisable 02/07/07 - 1,666.

F4: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

F5: Option Vesting Schedule - Exercise price of $15.02: Options Exercisable 02/06/2007- 1,333; Options Exercisable 02/04/2008 - 1,333; Options Exercisable 02/06/2009 - 1,333.

F6: Option Vesting Schedule - Exercise price of $20.26: Options Exercisable 02/04/2007 - 1,333; Options Exercisable 02/04/2008 - 1,333; Options Exercisable 02/04/2009 - 1,333.

F7: Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000.

F8: Restricted share units accrued under a Company plan to be settled in cash following Reporting Person's retirement. Restricted share units are vested on the date of grant and have the economic equivalent of one share of common stock.