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Forestar Group Inc. Director's Dealing 2010

Feb 3, 2010

32005_dirs_2010-02-03_e6b2c6a9-396f-4c20-a35b-01fbff9a2581.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-02 Common Stock M 700 $18.84 Acquired 3694 Direct
2010-02-02 Common Stock D 700 $18.84 Disposed 2994 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-02 Restricted Share Units $ M 700 Disposed Common Stock (700) 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 share units vested on 2/2/2010; payable in cash based on the fair market value on vesting date.

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: 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.)

F4: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective 12/28/2007.

F5: Options are fully vested and exercisable as of the date of this report.

F6: 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.

F7: 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.

F8: 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.

F9: Options to acquire 1,575 shares will vest and become exercisable on each of 2/12/2009, 2010, 2011 and 2012.

F10: 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.

F11: Restricted share units will vest effective 2/2/2010, and will be payable in cash based on the fair market value on the vesting date.

F12: 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.