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)
6300 BEE CAVE ROAD
BUILDING TWO, SUITE 500

(Street)
AUSTIN TX 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2010
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)
Code V Amount (A) or (D) Price
Common Stock 11/05/2010 M 666 A $11.76 12,997(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)(2)(3) $6.73 02/04/2001 02/04/2015 Common Stock 1,333 1,333 D
Option (right to buy)(3)(4) $5.98 01/02/2002 01/02/2016 Common Stock 1,333 1,333 D
Option (right to buy)(3)(5) $11.76 11/05/2010 M 666 02/02/2002 02/02/2011 Common Stock 666 $0.00 0 D
Option (right to buy)(3)(6) $7.08 01/02/2003 01/02/2017 Common Stock 1,333 1,333 D
Option (right to buy)(3)(7) $13.26 02/01/2003 02/01/2012 Common Stock 666 666 D
Option (right to buy)(8) $28.85 02/12/2009 02/12/2018 Common Stock 20,000 20,000 D
Phantom(3)(9) (9) 11/02/2007 11/02/2021 Common Stock 1,334(9) 14,675(9) D
Restricted Share Units(10) (10) (10) (10) Common Stock 1,237 23,211 D
Explanation of Responses:
1. 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.
2. Options Vesting Schedule - Exercise price is $6.73: Options Exercisable 02/04/2004 - 1,333.
3. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
4. Options Vesting Schedule - Exercise price is $5.98: Options Exercisable 01/02/2005 - 1,333.
5. Options are fully vested and exercisable as of the date of this report.
6. Options Vesting Schedule - Exercise price is $7.08: Options Exercisable 01/02/2006 - 1,333.
7. Options Vesting Schedule - Exercise price is $13.26: Options Exercisable 02/01/2006 - 666.
8. Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000.
9. Phantom shares accrued under a Temple-Inland Inc. plan being settled in 15 annual installments following Reporting Person's retirement from Temple-Inland Inc. in November 2007. The first installment was paid in November 2007.
10. Restricted share units accrued under a Company plan to be settled in cash following Reporting Person's retirement. Restricted share units are vested on the date of grant and have the economic equivalent of one share of common stock.
Remarks:
David M. Grimm signing on behalf of James A. Johnson 11/08/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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