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Forestar Group Inc. Director's Dealing 2015

Feb 13, 2015

32005_dirs_2015-02-12_48c8f70e-d64e-4784-9577-7d5a60ef5783.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2015-02-10

Reporting Person: Reddy Sabita C. (Vice President - Accounting)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-11 Common Stock M 330 $0.00 Acquired 3249 Direct
2015-02-11 Common Stock D 330 $14.10 Disposed 2919 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-10 Stock Appreciation Right $14.08 A 4211 Acquired 2025-02-10 Common Stock (4211) Direct
2015-02-11 Restricted Share Units $ M 330 Disposed Common Stock (330) 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 stock units vested 02/11/2015. Restricted stock units are being settled for cash based on the fair market value on 02/11/2015.

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 - Exercise price is $18.70: 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: Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2015 - Exercise price is $14.08: SARs Exercisable 02/10/2016 - 1,052; SARs Exercisable 02/10/2017 - 1,053; SARs Exercisable 02/10/2018 - 1,053; and SARs Exercisable 02/10/2019 - 1,053. SARs will be settled for cash

F7: 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.