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Forestar Group Inc. Director's Dealing 2017

Mar 20, 2017

32005_dirs_2017-03-20_b95d2f42-635c-415c-97e2-86b34456f95a.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: 2017-03-16

Reporting Person: Quinley Michael J. (President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-03-16 Common Stock A 13783 Acquired 44966 Direct
2017-03-16 Common Stock F 4597 $13.00 Disposed 40369 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 (12100) 12100 Direct
Restricted Share Units $ Common Stock (13566) 27132 Direct
Market Stock Units $ 2018-02-10 Common Stock (18526) 18526 Direct

Footnotes

F1: Represents vesting of 2014 Performance Stock Units

F2: Options are fully vested and exercisable as of the date of this report.

F3: 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.

F4: 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.

F5: 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.

F6: Stock Appreciation Rights (SARs) are fully vested and exercisable as of the date of this report.

F7: 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.

F8: 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.

F9: Number of shares to be received upon vesting will vary depending upon performance of Company stock over the performance period.