Forestar Group Inc. — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2012-02-08

Reporting Person: WEBER PHILLIP J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	1883	$0.00	Acquired	30581	Direct
2012-02-08	Common Stock	D	1883	$0.00	Disposed	28698	Direct
2011-02-09	Common Stock	F	845	$16.75	Disposed	27853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Restricted Share Units	$	M	1883	Disposed		Common Stock (1883)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$17.80	2020-02-09	Common Stock (12806)	12806	Direct
Option (right to buy)	$18.59	2021-02-08	Common Stock (24728)	24728	Direct
Stock Appreciation Right	$17.80	2020-02-09	Common Stock (15033)	15033	Direct
Restricted Share Units	$		Common Stock (7584)	7584	Direct
Performance Units	$	2014-02-08	Common Stock (11721)	11721	Direct

Footnotes

F1: Restricted stock units vested 2/8/2012. Restricted stock units are being settled for cash based on the fair market value on 2/8/2012.

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: Vesting schedule for Options granted 02/9/2010 - Exercise price is $17.80: Options Exercisable 02/9/2011 - 3,201; Options Exercisable 02/9/2012 - 3,202; Options Exercisable 02/9/2013 - 3,201; and Options Exercisable 02/9/2014 - 3,202.

F4: Vesting schedule for Options granted 02/8/2011 - Exercise price is $18.59: Options Exercisable 02/8/2012 - 6,182; Options Exercisable 02/8/2013 - 6,182; Options Exercisable 02/8/2014 - 6,182; and Options Exercisable 02/8/2015 - 6,182.

F5: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/9/2010 - Exercise price is $17.80: SARs Exercisable 02/9/2011 - 3,758; SARs Exercisable 02/9/2012 - 3,758; SARs Exercisable 02/9/2013 - 3,758; and SARs Exercisable 02/9/2014 - 3,759. SARs will be settled for cash.

F6: 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.

F7: Restricted share units granted on 2/8/2011 will vest as follows: 1,883 on 2/8/2012; 1,882 on 2/8/2013; 1,883 on 2/8/2014. Restricted share units will be settled for cash based on the fair market value on vesting date.

F8: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.