Forestar Group Inc. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2016-02-11

Reporting Person: Jehl Charles D (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	M	1692	$0.00	Acquired	47168	Direct
2016-02-11	Common Stock	D	1692	$8.40	Disposed	45476	Direct
2016-02-12	Common Stock	M	1647	$0.00	Acquired	47123	Direct
2016-02-12	Common Stock	D	1647	$8.60	Disposed	45476	Direct
2016-02-12	Common Stock	M	5079	—	Acquired	50555	Direct
2016-02-12	Common Stock	F	1894	$8.60	Disposed	48661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Restricted Share Units	$	M	1647	Disposed		Common Stock (1647)	Direct
2016-02-11	Restricted Share Units	$	M	1692	Disposed		Common Stock (1692)	Direct
2016-02-12	Market Stock Units	$	M	9485	Disposed	2016-02-12	Common Stock (9485)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$30.56	2017-02-02	Common Stock (1708)	1708	Direct
Option (right to buy)	$28.85	2018-02-12	Common Stock (22300)	22300	Direct
Option (right to buy)	$17.80	2020-02-09	Common Stock (10757)	10757	Direct
Option (right to buy)	$18.59	2021-02-08	Common Stock (20772)	20772	Direct
Option (right to buy)	$16.11	2022-02-14	Common Stock (22532)	22532	Direct
Option (right to buy)	$18.70	2023-02-12	Common Stock (19493)	19493	Direct
Option (right to buy)	$14.08	2025-02-10	Common Stock (18377)	18377	Direct
Stock Appreciation Right	$17.80	2020-02-09	Common Stock (12628)	12628	Direct
Restricted Share Units	$		Common Stock (63953)	63953	Direct
Market Stock Units	$	2017-02-11	Common Stock (5888)	5888	Direct
Market Stock Units	$	2018-02-10	Common Stock (18526)	18526	Direct

Footnotes

F1: Restricted stock units vested 02/11/2016. Restricted stock units are being settled for cash based on the fair market value on 02/11/2016.

F2: Restricted stock units vested 02/12/2016. Restricted stock units are being settled for cash based on the fair market value on 02/12/2016.

F3: Represents vesting of previously reported Market Stock Units.

F4: Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.

F5: Options are fully vested and exercisable as of the date of this report.

F6: Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 5,633; Options Exercisable 02/14/2014 - 5,633; Options Exercisable 02/14/2015 - 5,633; and Options Exercisable 02/14/2016 - 5,633.

F7: Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 4,873; Options Exercisable 02/12/2015 - 4,873; Options Exercisable 02/12/2016 - 4,873; and Options Exercisable 02/12/2017 - 4,874.

F8: Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 4,594; Options Exercisable 02/10/2017 - 4,594; Options Exercisable 02/10/2018 - 4,594; and Options Exercisable 02/10/2019 - 4,595.

F9: Stock Appreciation Rights (SARs) are fully vested and exercisable as of the date of this report.

F10: Restricted share units granted on 02/12/2013 will vest on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

F11: Restricted share units granted on 02/11/2014 will vest as follows: 1,692 on 02/11/2016; 1,692 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.

F12: Restricted share units granted on 02/09/2016 will vest as follows: 21,318 on 02/09/2017; 21,317 on 02/09/2018; 21,318 on 02/09/2019. Restricted share units will be settled with stock.

F13: Number of shares to be received upon vesting will vary depending upon performance of Company stock over the performance period.