Forestar Group Inc. — Director's Dealing 2011

Nov 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2011-11-02

Reporting Person: JOHNSON JAMES A /DC/ (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-02	Common Stock	M	1334	—	Acquired	14331	Direct
2011-11-02	Common Stock	D	669	$13.83	Disposed	13662	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-02	Phantom	$	M	1334	Disposed	2021-11-02	Common Stock (1334)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$6.73	2015-02-04	Common Stock (1333)	1333	Direct
Option (right to buy)	$5.98	2016-01-02	Common Stock (1333)	1333	Direct
Option (right to buy)	$7.08	2017-01-02	Common Stock (1333)	1333	Direct
Option (right to buy)	$13.26	2012-02-01	Common Stock (666)	666	Direct
Option (right to buy)	$28.85	2018-02-12	Common Stock (20000)	20000	Direct
Restricted Share Units	$		Common Stock (1766)	33526	Direct

Footnotes

F1: The reporting person's annual installment of phantom shares was settled 665 shares in stock and 669 shares in cash. See footnote (10) below.

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 $6.73: Options Exercisable 02/04/2004 - 1,333.

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

F5: Options Vesting Schedule - Exercise price is $5.98: Options Exercisable 01/02/2005 - 1,333.

F6: Options Vesting Schedule - Exercise price is $7.08: Options Exercisable 01/02/2006 - 1,333.

F7: Options Vesting Schedule - Exercise price is $13.26: Options Exercisable 02/01/2006 - 666.

F8: 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.

F9: Phantom shares accrued under a Temple-Inland Inc. plan being settled in 15 annual installments following Reporting Person's retirement from Temple-Inland Inc. in November 2007. The first installment was paid in November 2007.

F10: Reporting Person retired from Temple-Inland Inc. effective November 2, 2007, and he received his 2011 installment of his deferred phantom stock on November 2, 2011. See footnote (9) above. Settlement is payable in cash and stock: 669 shares payable in cash and 665 shares payable in stock.

F11: 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.