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^*

Dickson Bruce Fairchild

(Last)

(First)

(Middle)

6300 BEE CAVE ROAD

BUILDING TWO, SUITE 500

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015

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	02/11/2015		M		2,923⁽¹⁾	A	$0.00	17,179	D
Common Stock	02/11/2015		D		2,923⁽¹⁾	D	$14.1	14,256⁽²⁾⁽³⁾	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)⁽⁴⁾	$16.11							02/14/2013	02/14/2022	Common Stock	34,871		34,871	D
Option (right to buy)⁽⁵⁾	$18.7							02/12/2014	02/12/2023	Common Stock	29,240		29,240	D
Option (right to buy)⁽⁶⁾	$14.08	02/10/2015		A		27,565		02/10/2016	02/10/2025	Common Stock	27,565	$0.00	27,565	D
Restricted Share Units⁽⁷⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	4,552		4,552	D
Restricted Share Units⁽⁸⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	2,602		5,202	D
Restricted Share Units⁽⁹⁾	⁽⁹⁾	02/11/2015		M			2,923	⁽⁹⁾	⁽⁹⁾	Common Stock	2,923	$0.00	5,845	D
Market Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	02/14/2015	Common Stock	17,361		17,361	D
Market Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	02/12/2016	Common Stock	14,227		14,227	D
Market Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	02/11/2017	Common Stock	9,567		9,567	D
Market Stock Units	⁽¹⁰⁾	02/10/2015		A		27,789		⁽¹⁰⁾	02/10/2018	Common Stock	27,789	$0.00	27,789	D

Explanation of Responses:

1. 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.

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. To correct an error on a prior report, the amount shown has been reduced by 5,367 shares withheld for taxes.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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

Remarks:

	David M. Grimm signing on behalf of Bruce F. Dickson	02/12/2015
	** Signature of Reporting Person	Date
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