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: Reddy Sabita C. (Vice President - Accounting)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	A	1582	$0.00	Acquired	2919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Restricted Share Units	$	A	988	Acquired		Common Stock (988)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$27.06	2016-02-03	Common Stock (1708)	1708	Direct
Option (right to buy)	$30.56	2017-02-02	Common Stock (1708)	1708	Direct
Option (right to buy)	$18.70	2023-02-12	Common Stock (2437)	2437	Direct

Footnotes

F1: Restricted share units granted on 02/11/2014 will vest on 02/11/2017, to be settled with one share of common stock for each restricted share unit.

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

F4: Options are fully vested and exercisable as of the date of this report.

F5: Vesting schedule for Options granted 02/12/2013: Options Exercisable 02/12/2014 - 609; Options Exercisable 02/12/2015 - 609; Options Exercisable 02/12/2016 - 609; and Options Exercisable 02/12/2017 - 610.

F6: Restricted share units granted on 02/11/2014 will vest as follows: 330 on 02/11/2015; 329 on 02/11/2016; 329 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.