Edgar Filing: Forestar Group Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Smith Flavious J. Jr.

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 Oil and Gas Officer

(Last)

(First)

(Middle)

6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2014

(Street)

AUSTIN, TX 78746

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/11/2014		M		258	A	$ 0	50,174	D
Common Stock	11/11/2014		F		258	D	$ 17.41	49,916 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy) ⁽²⁾

$ 17.8

02/09/2011

02/09/2020

Common Stock

9,604

3,202

Option (right to buy) ⁽³⁾

$ 18.59

02/08/2012

02/08/2021

Common Stock

12,364

Option (right to buy) ⁽⁴⁾

$ 16.11

02/14/2013

02/14/2022

Common Stock

10,461

31,384

Option (right to buy) ⁽⁵⁾

$ 18.7

02/12/2014

02/12/2023

Common Stock

34,113

Stock Appreciation Right ⁽⁶⁾

$ 17.8

02/09/2011

02/09/2020

Common Stock

11,274

3,759

Restricted Share Units ⁽⁷⁾

⁽⁷⁾

Common Stock

7,552

Restricted Share Units ⁽⁸⁾

⁽⁸⁾

Common Stock

2,585

5,168

Restricted Share Units ⁽⁹⁾

⁽⁹⁾

11/11/2014

258

⁽⁹⁾

Common Stock

258

$ 0

6,387

Market Stock Units

⁽¹⁰⁾

02/14/2015

Common Stock

20,833

Market Stock Units

⁽¹⁰⁾

02/12/2016

Common Stock

16,599

Market Stock Units

⁽¹⁰⁾

02/11/2017

Common Stock

10,303

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Smith Flavious J. Jr. 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX 78746			Chief Oil and Gas Officer

Signatures

David M. Grimm signing on behalf of Flavious J. Smith, Jr.		11/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	Vesting schedule for Options granted 02/09/2010 - Exercise price is $17.80: Options Exercisable 02/09/2011 - 3,201; Options Exercisable 02/09/2012 - 3,202; Options Exercisable 02/09/2013 - 3,201; and Options Exercisable 02/09/2014 - 3,202.
(3)	Vesting schedule for Options granted 02/08/2011 - Exercise price is $18.59: Options Exercisable 02/08/2012 - 6,182; Options Exercisable 02/08/2013 - 6,182; Options Exercisable 02/08/2014 - 6,182; and Options Exercisable 02/08/2015 - 6,182.
(4)	Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 10,461; Options Exercisable 02/14/2014 - 10,461; Options Exercisable 02/14/2015 - 10,461; and Options Exercisable 02/14/2016 - 10,462.
(5)	Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 8,528; Options Exercisable 02/12/2015 - 8,528; Options Exercisable 02/12/2016 - 8,528; and Options Exercisable 02/12/2017 - 8,529.
(6)	Vesting schedule for Stock Appreciation Rights (SARs) granted 02/09/2010 - Exercise price is $17.80: SARs Exercisable 02/09/2011 - 3,758; SARs Exercisable 02/09/2012 - 3,758; SARs Exercisable 02/09/2013 - 3,758; and SARs Exercisable 02/09/2014 - 3,759. SARs will be settled for cash.
(7)	Restricted share units granted on 02/14/2012 will vest as follows: 7,553 on 02/14/2013; 7,552 on 02/14/2014; 7,552 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: 2,585 on 02/12/2014; 2,585 on 02/12/2015; 2,583 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: 2,215 on 02/11/2015; 2,215 on 02/11/2016; 2,215 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.

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