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Forestar Group Inc. Director's Dealing 2015

Feb 13, 2015

32005_dirs_2015-02-12_efa176f5-7592-488d-88c7-3f1fcbeb03f4.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: Dickson Bruce Fairchild (Chief Real Estate Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-11 Common Stock M 2923 $0.00 Acquired 17179 Direct
2015-02-11 Common Stock D 2923 $14.10 Disposed 14256 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-10 Option (right to buy) $14.08 A 27565 Acquired 2025-02-10 Common Stock (27565) Direct
2015-02-11 Restricted Share Units $ M 2923 Disposed Common Stock (2923) Direct
2015-02-10 Market Stock Units $ A 27789 Acquired 2018-02-10 Common Stock (27789) 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) 4552 Direct
Restricted Share Units $ Common Stock (2602) 5202 Direct
Market Stock Units $ 2015-02-14 Common Stock (17361) 17361 Direct
Market Stock Units $ 2016-02-12 Common Stock (14227) 14227 Direct
Market Stock Units $ 2017-02-11 Common Stock (9567) 9567 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: To correct an error on a prior report, the amount shown has been reduced by 5,367 shares withheld for taxes.

F4: 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.

F5: 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.

F6: Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 6,891; Options Exercisable 02/10/2017 - 6,891; Options Exercisable 02/10/2018 - 6,891; and Options Exercisable 02/10/2019 - 6,892.

F7: 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.

F8: 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.

F9: 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.

F10: Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.