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Forestar Group Inc. Director's Dealing 2016

Feb 13, 2016

32005_dirs_2016-02-12_cec238ca-91e5-43f6-845c-179b6a9e699e.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: 2015-02-09

Reporting Person: Quinley Michael J. (President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-09 Restricted Share Units $ A 40698 Acquired Common Stock (40698) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 17937 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option (right to buy) $17.80 2020-02-09 Common Stock (6659) 6659 Direct
Option (right to buy) $18.59 2021-02-08 Common Stock (14837) 14837 Direct
Option (right to buy) $16.11 2022-02-14 Common Stock (16094) 16094 Direct
Option (right to buy) $18.70 2023-02-12 Common Stock (14620) 14620 Direct
Option (right to buy) $14.08 2025-02-10 Common Stock (18377) 18377 Direct
Option (right to buy) $13.43 2025-09-25 Common Stock (25650) 25650 Direct
Stock Appreciation Right $9.29 2019-02-10 Common Stock (25381) 25381 Direct
Stock Appreciation Right $17.80 2020-02-09 Common Stock (7817) 7817 Direct
Restricted Share Units $ Common Stock (2146) 2146 Direct
Restricted Share Units $ Common Stock (4098) 4098 Direct
Restricted Share Units $ Common Stock (12100) 12100 Direct
Market Stock Units $ 2016-02-12 Common Stock (7114) 7114 Direct
Market Stock Units $ 2017-02-11 Common Stock (5152) 5152 Direct
Market Stock Units $ 2018-02-10 Common Stock (18526) 18526 Direct

Footnotes

F1: Options are fully vested and exercisable as of the date of this report.

F2: Vesting schedule for Options granted 02/12/2013 -Exercise price is $18.70: Options Exercisable 02/12/2014 - 3,655; Options Exercisable 02/12/2015 - 3,655; Options Exercisable 02/12/2016 - 3,655; and Options Exercisable 02/12/2017 - 3,655.

F3: 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.

F4: Vesting schedule for Options granted 09/25/2015 - Exercise price is $13.43, however, options will not be exercisable unless stock price exceeds $17.50 per share: Options Exercisable 09/25/2016 - 8,550; Options Exercisable 09/25/2017 - 8,550; Options Exercisable 09/25/2018 - 8,550.

F5: Stock Appreciation Rights (SARs) are fully vested and exercisable as of the date of this report.

F6: 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.

F7: Restricted share units granted on 02/11/2014 will vest as follows: 2,049 on 02/11/2016; 2,049 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.

F8: Restricted share units granted on 09/25/2015 will vest on 09/25/2018. Restricted share units will be settled for cash based on the fair market value on vesting date.

F9: Restricted share units granted on 02/09/2016 will vest as follows: 13,566 on 02/09/2017; 13,566 on 02/09/2018; 13,566 on 02/09/2019. Restricted share units will be settled with stock.

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