Forestar Group Inc. — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2014-08-12

Reporting Person: Smith Richard M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-12	Common Stock	A	1123	$0.00	Acquired	38303	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$20.99	2016-11-03	Common Stock (6666)	6666	Direct
Option (right to buy)	$28.85	2018-02-12	Common Stock (20000)	20000	Direct
Restricted Share Units	$		Common Stock ()	28621	Direct

Footnotes

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

F2: 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.

F3: Options Vesting Schedule - Exercise price of $20.99: Options Exercisable 11/03/2007 - 2,666; Options Exercisable 11/03/2008 - 2,666; Options Exercisable 11/03/2009 - 1,333.

F4: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.

F5: Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exerciserable 02/12/2009 - 6,500; Options Exerciserable 02/12/2010 - 6,500; Options Exerciserable 02/12/2011 - 7,000.

F6: 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.