Forestar Group Inc. — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2012-12-13

Reporting Person: Smith Flavious J. Jr. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-13	Common Stock	M	7138	$0.00	Acquired	47465	Direct
2012-12-13	Common Stock	D	7138	$0.00	Disposed	40327	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-13	Stock Appreciation Right	$9.29	M	7138	Disposed	2019-02-10	Common Stock (7138)	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
Option (right to buy)	$16.11	2022-02-14	Common Stock (41845)	41845	Direct
Stock Appreciation Right	$17.80	2020-02-09	Common Stock (15033)	15033	Direct
Restricted Share Units	$		Common Stock (7584)	7584	Direct
Restricted Share Units	$		Common Stock (2062)	4124	Direct
Restricted Share Units	$		Common Stock (22657)	22657	Direct
Performance Units	$	2014-02-08	Common Stock (11721)	11721	Direct
Performance Units	$	2015-02-14	Common Stock (20833)	20833	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 10,461; Options Exercisable 02/14/2014 - 10,461; Options Exercisable 02/14/2015 - 10,461; and Options Exercisable 02/14/2016 - 10,462.

F5: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2009 - Exercise price is $9.29: SARs Exercisable 02/10/2010 - 3,569; SARs Exercisable 02/10/2011 - 3,569; SARs Exercisable 02/10/2012 - 3,569; and SARs Exercisable 02/10/2013 - 3,570. SARs will be settled for cash.

F6: 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.

F7: 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.

F8: Restricted share units granted on 2/8/2011 will vest as follows: 2,062 on 2/8/2012; 2,062 on 2/8/2013; 2,062 on 2/8/2014. Restricted share units will be settled for cash based on the fair market value on vesting date.

F9: Restricted share units granted on 2/14/2012 will vest as follows: 7,553 on 2/14/2013; 7,552 on 2/14/2014; 7,552 on 2/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F10: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.