Forestar Group Inc. — Director's Dealing 2014

Nov 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2014-11-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-11	Common Stock	A	1292	$0.00	Acquired	50928	Direct
2014-11-13	Common Stock	M	1333	$6.73	Acquired	52261	Direct
2014-11-13	Common Stock	S	1333	$17.47	Disposed	50928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Option (right to buy)	$6.73	M	1333	Disposed	2015-02-04	Common Stock (1333)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 ()	35024	Direct

Footnotes

F1: Restricted stock units accrued under a Company Plan to be settled following Reporting Person's retirement.

F2: The price reported is a weighted average sale price. The sale price ranged from $17.46 to $17.48. 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: 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: 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.