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*
JASTROW KENNETH M II
(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)
01/12/2011
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 173,042(1) D
Common Stock 01/12/2011 J(2) 3,770(3) D $19.17 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)(4)(5) $13.26 02/01/2003 02/01/2012 Common Stock 33,333 33,333 D
Option (right to buy)(4)(6) $8.68 02/07/2004 02/07/2013 Common Stock 36,666 36,666 D
Option (right to buy)(4)(7) $15.02 02/06/2005 02/06/2014 Common Stock 33,333 33,333 D
Option (right to buy)(4)(8) $20.26 02/04/2006 02/04/2015 Common Stock 33,333 33,333 D
Option (right to buy)(4)(9) $27.06 02/03/2007 02/03/2016 Common Stock 34,166 34,166 D
Option (right to buy)(10) $28.85 02/12/2009 02/12/2018 Common Stock 20,000 20,000 D
Restricted Share Units(11) (11) (11) (11) Common Stock 4,213 12,286(12) 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. As reported by the plan administrator on January 12, 2011, between January 1, 2011 and January 12, 2011 the 401(k) plan administrator completed a mandatory divestiture of all stock in the company stock fund upon direction of the plan trustees in accordance with policy adopted in 2007 for all plan participants.
3. Reporting Person acquired shares through acquisitions under the Temple-Inland 401(k) plan. By trustee of the Temple-Inland 401(k) 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. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.
5. Options Vesting Schedule - Exercise price $13.26: Options Exercisable 02/01/2003 - 8,333; Options Exercisable 02/01/2004 - 8,333; Options Exercisable 02/01/2005 - 8,333; and Options Exercisable 02/01/2006 - 8,333.
6. Options Vesting Schedule - Exercise price $8.68: Options Exercisable 02/07/2004 - 9,166; Options Exercisable 02/07/2005 - 9,167; Options Exercisable 02/07/2006 - 9,166; and Options Exercisable 02/07/2007 - 9,167.
7. Options Vesting Schedule - Exercise price $15.02: Options Exercisable 02/06/2005 - 8,333; Options Exercisable 02/06/2006 - 8,333; Options Exercisable 02/06/2007 - 8,333 and Options Exercisable 01/01/2008 -8,333.
8. Options Vesting Schedule - Exercise price $20.26: Options Exercisable 02/04/2006 - 8,333; Options Exercisable 02/04/2007 - 8,333; and Options Exercisable 01/01/2008 -16,666.
9. Options Vesting Schedule - Exercise price $27.06: Options Exercisable 02/03/2007 - 8,541; and Options Exercisable 01/01/2008 - 25,625.
10. Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000.
11. Restricted share units accrued under a Company plan to be settled in cash following Reporting Person's retirement.
12. On 11/16/2009, Form 4 overstated restricted share units by 1437 units. Amount has been corrected.
Remarks:
David M. Grimm signing on behalf of Kenneth M. Jastrow, II 01/14/2011
** 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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