SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON JAMES A /DC/

(Last)

(First)

(Middle)

1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Forestar Real Estate Group Inc. [ FOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/14/2007	12/14/2007	J		1,866⁽¹⁾	A	$0.00	1,866⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽³⁾⁽⁴⁾	$18.03	12/14/2007	12/14/2007	J		6,666⁽¹⁾		02/04/2001	02/04/2010	Common Stock	6,666	$0.00	6,666	D
Option (right to buy)⁽⁴⁾⁽⁵⁾	$9.28	12/14/2007	12/14/2007	J		1,333⁽¹⁾		02/04/2001	02/04/2015	Common Stock	1,333	$0.00	1,333	D
Option (right to buy)⁽⁴⁾⁽⁶⁾	$8.27	12/14/2007	12/14/2007	J		1,333⁽¹⁾		01/02/2002	01/02/2016	Common Stock	1,333	$0.00	1,333	D
Option (right to buy)⁽⁴⁾⁽⁷⁾	$16.04	12/14/2007	12/14/2007	J		666⁽¹⁾		02/02/2002	02/02/2011	Common Stock	666	$0.00	666	D
Option (right to buy)⁽⁴⁾⁽⁸⁾	$9.74	12/14/2007	12/14/2007	J		1,333⁽¹⁾		01/02/2003	01/02/2017	Common Stock	1,333	$0.00	1,333	D
Option (right to buy)⁽⁴⁾⁽⁹⁾	$18.05	12/14/2007	12/14/2007	J		666⁽¹⁾		02/01/2003	02/01/2012	Common Stock	666	$0.00	666	D
Phantom⁽¹⁰⁾⁽¹¹⁾	⁽¹¹⁾	12/14/2007	12/14/2007	J		14,082		05/06/2016⁽¹¹⁾	05/06/2031⁽¹¹⁾	Common Stock	14,082⁽¹¹⁾	$0.00	14,082⁽¹¹⁾	D

Explanation of Responses:

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

2. 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.

3. Options Vesting Schedule for Options Granted 02/04/2000 - Exercise price is $18.03: Options Exerciserable 02/04/2004 - 6,666.

4. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Option exercise price shown is Temple-Inland Inc.'s exercise price that will be adjusted to reflect Forestar Real Estate Group Inc.'s option exercise price upon the spin-off and pro rata distribution of shares on or around December 28, 2007.

5. Options Vesting Schedule for Options Granted 02/04/2000 - Exercise price is $9.28: Options Exerciserable 02/04/2004 - 1,333.

6. Options Vesting Schedule for Options Granted 01/02/2001 - Exercise price is $8.27: Options Exerciserable 01/02/2005 - 1,333.

7. Options Vesting Schedule for Options Granted 02/02/2001 - Exercise price is $16.04: Options Exerciserable 02/02/2005 - 666.

8. Options Vesting Schedule for Options Granted 01/02/2002 - Exercise price is $9.74: Options Exerciserable 01/02/2006 - 1,333.

9. Options Vesting Schedule for Options Granted 02/01/2002 - Exercise price is $18.05: Options Exerciserable 02/01/2006 - 666.

10. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

11. Phantom shares accrued under the Temple-Inland Inc. plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement from Temple-Inland Inc.

Remarks:

	David M. Grimm signing on behalf of James A. Johnson	12/18/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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