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: Smith Flavious J. Jr. (Chief Oil and Gas Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-11	Common Stock	M	258	$0.00	Acquired	50174	Direct
2014-11-11	Common Stock	F	258	$17.41	Disposed	49916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-11	Restricted Share Units	$	M	258	Disposed		Common Stock (258)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$17.80	2020-02-09	Common Stock (9604)	3202	Direct
Option (right to buy)	$18.59	2021-02-08	Common Stock (12364)	12364	Direct
Option (right to buy)	$16.11	2022-02-14	Common Stock (10461)	31384	Direct
Option (right to buy)	$18.70	2023-02-12	Common Stock (34113)	34113	Direct
Stock Appreciation Right	$17.80	2020-02-09	Common Stock (11274)	3759	Direct
Restricted Share Units	$		Common Stock (7552)	7552	Direct
Restricted Share Units	$		Common Stock (2585)	5168	Direct
Market Stock Units	$	2015-02-14	Common Stock (20833)	20833	Direct
Market Stock Units	$	2016-02-12	Common Stock (16599)	16599	Direct
Market Stock Units	$	2017-02-11	Common Stock (10303)	10303	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 02/09/2010 - Exercise price is $17.80: Options Exercisable 02/09/2011 - 3,201; Options Exercisable 02/09/2012 - 3,202; Options Exercisable 02/09/2013 - 3,201; and Options Exercisable 02/09/2014 - 3,202.

F3: Vesting schedule for Options granted 02/08/2011 - Exercise price is $18.59: Options Exercisable 02/08/2012 - 6,182; Options Exercisable 02/08/2013 - 6,182; Options Exercisable 02/08/2014 - 6,182; and Options Exercisable 02/08/2015 - 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 Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 8,528; Options Exercisable 02/12/2015 - 8,528; Options Exercisable 02/12/2016 - 8,528; and Options Exercisable 02/12/2017 - 8,529.

F6: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/09/2010 - Exercise price is $17.80: SARs Exercisable 02/09/2011 - 3,758; SARs Exercisable 02/09/2012 - 3,758; SARs Exercisable 02/09/2013 - 3,758; and SARs Exercisable 02/09/2014 - 3,759. SARs will be settled for cash.

F7: Restricted share units granted on 02/14/2012 will vest as follows: 7,553 on 02/14/2013; 7,552 on 02/14/2014; 7,552 on 02/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F8: Restricted share units granted on 02/12/2013 will vest as follows: 2,585 on 02/12/2014; 2,585 on 02/12/2015; 2,583 on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

F9: Restricted share units granted on 02/11/2014 will vest as follows: 2,215 on 02/11/2015; 2,215 on 02/11/2016; 2,215 on 02/11/2017. 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.