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^*

Grimm David M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2008

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	02/12/2008	02/12/2008	A		8,600⁽¹⁾	A	$28.85	9,060⁽²⁾	D
Common Stock								397⁽³⁾	I	By Trustee 401(k) Plan

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⁾⁽⁵⁾	$13.26							02/01/2003	02/01/2012	Common Stock	666		666	D
Option (right to buy)⁽⁵⁾⁽⁶⁾	$9.83							08/01/2004	08/01/2013	Common Stock	533		533	D
Option (right to buy)⁽⁵⁾⁽⁷⁾	$15.02							02/06/2006	02/06/2014	Common Stock	400		400	D
Option (right to buy)⁽⁵⁾⁽⁸⁾	$20.26							02/04/2006	02/04/2015	Common Stock	533		533	D
Option (right to buy)⁽⁵⁾⁽⁹⁾	$27.06							02/03/2007	02/03/2016	Common Stock	1,708		1,708	D
Option (right to buy)⁽⁵⁾⁽¹⁰⁾	$30.56							02/02/2008	02/02/2017	Common Stock	1,708		1,708	D
Option (right to buy)⁽¹¹⁾	$28.85	02/12/2008	02/12/2008	A		22,300		02/12/2009	02/12/2018	Common Stock	22,300	$0.00	22,300	D
Restricted⁽⁵⁾	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	700		700	D
Restricted⁽⁵⁾	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	700		700	D

Explanation of Responses:

1. Restricted Shares granted on 2/12/2008 will vest effective 2/12/2011.

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. 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.)

4. Options Vesting Schedule - Exercise price is $13.26: Options Exercisable 02/01/2006 - 666.

5. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

6. Options Vesting Schedule - Exercise price is $9.83: Options Exercisable 08/01/2007 - 533.

7. Options Vesting Schedule - Exercise price of $15.02: Options Exercisable 02/06/2007 - 266; Options Exercisable 02/06/2008 - 133.

8. Options Vesting Schedule - Exercise price of $20.26: Options Exercisable 02/04/2007 - 266; Options Exercisable 02/04/2008 - 133; Options Exercisable 02/04/2009 - 133.

9. Options Vesting Schedule - Exercise price of $27.06: Options Exercisable 02/03/2007 - 427; Options Exercisable 02/03/2008 - 427; Options Exercisable 02/03/2009 - 427; and Options Exercisable 02/03/2010 - 427.

10. Options Vesting Schedule - Exercise price of $30.56: Options Exercisable 02/02/2008 - 427; Options Exercisable 02/02/2009 - 427; Options Exercisable 02/02/2010 - 427; and Options Exercisable 02/02/2011 - 427.

11. Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 5,575; Options Exercisable 02/12/2010 - 5,575; Options Exercisable 02/12/2011 - 5,575; Options Exercisable 02/12/2012 - 5,575.

12. Restricted Shares will vest effective 02/03/2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

13. Restricted Shares will vest effective 02/02/2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

Remarks:

Option prices and award amounts identified by footnote 5 are updated to reflect spin-off from Temple-Inland Inc. effective 12/28/2007.

	David M. Grimm	02/14/2008
	** Signature of Reporting Person	Date
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