Forestar Group Inc. — Director's Dealing 2013

May 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2013-05-10

Reporting Person: WEBER PHILLIP J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-10	Common Stock	M	9604	$17.80	Acquired	30925	Direct
2013-05-10	Common Stock	S	9604	$24.07	Disposed	21321	Direct
2013-05-10	Common Stock	M	12364	$18.59	Acquired	33685	Direct
2013-05-10	Common Stock	S	12364	$24.01	Disposed	21321	Direct
2013-05-10	Common Stock	M	7376	$16.11	Acquired	28697	Direct
2013-05-10	Common Stock	S	7376	$24.05	Disposed	21321	Direct
2013-05-10	Common Stock	M	11274	$17.80	Acquired	32595	Direct
2013-05-10	Common Stock	D	11274	$24.12	Disposed	21321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-10	Option (right to buy)	$17.80	M	9604	Disposed	2020-02-09	Common Stock (9604)	Direct
2013-05-10	Option (right to buy)	$18.59	M	12364	Disposed	2021-02-08	Common Stock (12364)	Direct
2013-05-10	Option (right to buy)	$16.11	M	7376	Disposed	2022-02-14	Common Stock (7376)	Direct
2013-05-10	Stock Appreciation Right	$17.80	M	11274	Disposed	2020-02-09	Common Stock (11274)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$18.70	2023-02-12	Common Stock (29240)	29240	Direct
Restricted Share Units	$		Common Stock (1882)	1883	Direct
Restricted Share Units	$		Common Stock (3725)	7448	Direct
Restricted Share Units	$		Common Stock (7037)	7037	Direct
Performance Units	$	2014-02-08	Common Stock (11721)	11721	Direct
Performance Units	$	2015-02-14	Common Stock (14690)	14690	Direct
Performance Units	$	2016-02-12	Common Stock (14227)	14227	Direct

Footnotes

F1: The price reported is a weighted average sale price. The sale price ranged from $24.00 to $24.23. Reporting Person provided Issuer full information regarding the number of shares sold at each separate price. Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the issuer.

F2: The price reported is a weighted average sale price. The sale price ranged from $24.00 to $24.21. Reporting Person provided Issuer full information regarding the number of shares sold at each separate price. Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the issuer.

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: 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.

F5: 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.

F6: Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 7,376; Options Exercisable 02/14/2014 - 7,377; Options Exercisable 02/14/2015 - 7,376; and Options Exercisable 02/14/2016 - 7,377.

F7: Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 7,310; Options Exercisable 02/12/2015 - 7,310; Options Exercisable 02/12/2016 - 7,310; and Options Exercisable 02/12/2017 - 7,310.

F8: 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.

F9: 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.

F10: Restricted share units granted on 2/14/2012 will vest as follows: 3,725 on 2/14/2013; 3,724 on 2/14/2014; 3,724 on 2/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F11: Restricted share units granted on0 2/12/2013 will vest as follows: 2,346 on 02/12/2014; 2,345 on 02/12/2015; 2,346 on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

F12: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.