Forestar Group Inc. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2012-02-14

Reporting Person: Dickson Bruce Fairchild (Chief Real Estate Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Option (right to buy)	$16.11	A	34871	Acquired	2022-02-14	Common Stock (34871)	Direct
2012-02-14	Restricted Share Units	$	A	13656	Acquired		common Stock (13656)	Direct
2012-02-14	Performance Units	$	A	17361	Acquired	2015-02-14	Common Stock (17361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19623	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 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 8,717; Options Exercisable 02/14/2014 - 8,718; Options Exercisable 02/14/2015 - 8,718; and Options Exercisable 02/14/2016 - 8,718.

F3: Restricted share units granted on 2/14/2012 will vest as follows: 4,552 on 2/14/2013; 4,552 on 2/14/2014; 4,552 on 2/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F4: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.