Forestar Group Inc. — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2014-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common Stock	M	2602	$0.00	Acquired	22225	Direct
2014-02-12	Common Stock	D	2602	$19.11	Disposed	19623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Restricted Share Units	$	M	2602	Disposed		Common Stock (2602)	Direct
2014-02-11	Restricted Share Units	$	A	8768	Acquired		Common Stock (8768)	Direct
2014-02-11	Market Stock Units	$	A	9567	Acquired	2017-02-11	Common Stock (9567)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$16.11	2022-02-14	Common Stock (34871)	34871	Direct
Option (right to buy)	$18.70	2023-02-12	Common Stock (29240)	29240	Direct
Restricted Share Units	$		Common Stock (4552)	9104	Direct
Market Stock Units	$	2015-02-14	Common Stock (17361)	17361	Direct
Market Stock Units	$	2016-02-12	Common Stock (14227)	14227	Direct

Footnotes

F1: Restricted stock units vested 02/12/2014. Restricted stock units are being settled for cash based on the fair market value on 02/12/2014.

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: 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.

F4: 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.

F5: Restricted share units granted on 02/14/2012 will vest as follows: 4,552 on 02/14/2013; 4,552 on 02/14/2014; 4,552 on 02/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F6: Restricted share units granted on 02/12/2013 will vest as follows: 2,602 on 02/12/2014; 2,601 on 02/12/2015; 2,601 on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

F7: Restricted share units granted on 02/11/2014 will vest as follows: 2,923 on 02/11/2015; 2,922 on 02/11/2016; 2,923 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.

F8: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.