Forestar Group Inc. — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2015-02-12

Reporting Person: WEBER PHILLIP J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common Stock	M	2345	$0.00	Acquired	32657	Direct
2015-02-12	Common Stock	D	2345	$14.40	Disposed	30312	Direct
2015-02-14	Common Stock	M	13580	—	Acquired	43892	Direct
2015-02-14	Common Stock	F	3733	$14.86	Disposed	40159	Direct
2015-02-14	Common Stock	M	3724	$0.00	Acquired	43883	Direct
2015-02-14	Common Stock	D	3724	$14.86	Disposed	40159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-14	Restricted Share Units	$	M	3724	Disposed		Common Stock (3724)	Direct
2015-02-12	Restricted Share Units	$	M	2345	Disposed		Common Stock (2345)	Direct
2015-02-14	Market Stock Units	$	M	14690	Disposed	2015-02-14	Common Stock (14690)	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 (7376)	22130	Direct
Option (right to buy)	$18.70	2023-02-12	Common Stock (29240)	29240	Direct
Option (right to buy)	$14.08	2025-02-10	Common Stock (25268)	25268	Direct
Stock Appreciation Right	$17.80	2020-02-09	Common Stock (11274)	3759	Direct
Restricted Share Units	$		Common Stock (2000)	3999	Direct
Market Stock Units	$	2016-02-12	Common Stock (14227)	14227	Direct
Market Stock Units	$	2017-02-11	Common Stock (9126)	9126	Direct
Mark Stock Units	$	2018-02-10	Common Stock (25474)	25474	Direct

Footnotes

F1: Restricted stock units vested 02/12/2015. Restricted stock units are being settled for cash based on the fair market value on 02/12/2015.

F2: Represents vesting of previously reported Market Stock Units.

F3: Restricted stock units vested 02/14/2015. Restricted stock units are being settled for cash based on the fair market value on 02/14/2015.

F4: 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.

F5: 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.

F6: 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.

F7: Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 7,376; Options Exercisable 02/14/2014 - 7,377; Options Exercisable 02/14/2015 - 7,376; and Options Exercisable 02/14/2016 - 7,377.

F8: 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.

F9: Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 6,317; Options Exercisable 02/10/2017 - 6,317; Options Exercisable 02/10/2018 - 6,317; and Options Exercisable 02/10/2019 - 6,317.

F10: 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.

F11: Restricted share units granted on 02/14/2012 will vest as follows: 3,725 on 02/14/2013; 3,724 on 02/14/2014; 3,724 on 02/14/2015. Restricted share units will be settled for cash based on the fair market value on vesting date.

F12: Restricted share units granted on 02/12/2013 will vest as follows: 2,346 on 02/12/2014; 2,345 on 02/12/2015; 2,346 on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

F13: Restricted share units granted on 02/11/2014 will vest as follows: 2,000 on 02/11/2015; 1,999 on 02/11/2016; 2,000 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.

F14: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.