Forestar Group Inc. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2012-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	13341	—	Acquired	26338	Direct
2012-02-13	Common Stock	D	6690	$16.59	Disposed	19648	Direct
2012-02-14	Common Stock	A	7138	$0.00	Acquired	26786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Phantom	$	M	13341	Disposed	2021-11-02	Common Stock (13341)	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)	$28.85	2018-02-12	Common Stock (20000)	20000	Direct
Restricted Share Units	$		Common Stock (1498)	35024	Direct

Footnotes

F1: Reporting Person retired from the Temple-Inland Inc. board of directors effective November 2, 2007. In accordance with an Agreement and Plan of Merger dated as of September 6, 2011 among Temple-Inland Inc., International Paper Company, and Metal Acquisition Inc., the Merger became effective February 13, 2012. Issuer has been advised that the Temple-Inland deferred compensation plan has been terminated effective with the Merger and that issuer is required to settle all pre-Merger phantom share obligations under the plan, which were settled as follows: 6,651 shares in stock and 6,690 shares in cash.

F2: Restricted stock units accrued under a Company Plan to be settled following Reporting Person's retirement.

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: Options Vesting Schedule - Exercise price is $6.73: Options Exercisable 02/04/2004 - 1,333.

F5: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

F6: Options Vesting Schedule - Exercise price is $5.98: Options Exercisable 01/02/2005 - 1,333.

F7: Options Vesting Schedule - Exercise price is $7.08: Options Exercisable 01/02/2006 - 1,333.

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: 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.