Edgar Filing: Forestar Real Estate 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 ^*

Grimm David M

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

(Last)

(First)

(Middle)

1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2007

(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	12/14/2007	12/14/2007	J		460 ⁽¹⁾	A	$ 0	460 ⁽²⁾	D
Common Stock	12/14/2007	12/14/2007	J		397 ⁽¹⁾	A	$ 0	397 ⁽³⁾	I	By Trustee 401(k) Plan

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) ⁽⁴⁾ ⁽⁵⁾

$ 18.05

12/14/2007

666

02/01/2003

02/01/2012

Common Stock

666

$ 0

666

Option (right to buy) ⁽⁵⁾ ⁽⁶⁾

$ 11.9

12/14/2007

533

08/01/2004

08/01/2013

Common Stock

533

$ 0

533

Option (right to buy) ⁽⁵⁾ ⁽⁷⁾

$ 20.41

12/14/2007

399

02/06/2006

02/06/2014

Common Stock

399

$ 0

399

Option (right to buy) ⁽⁵⁾ ⁽⁸⁾

$ 27.46

12/14/2007

532

02/04/2006

02/04/2015

Common Stock

532

$ 0

532

Option (right to buy) ⁽⁵⁾ ⁽⁹⁾

$ 36.59

12/14/2007

1,708

02/03/2007

02/03/2016

Common Stock

1,708

$ 0

1,708

Option (right to buy) ⁽⁵⁾ ⁽¹⁰⁾

$ 41.29

12/14/2007

1,708

02/02/2008

02/02/2017

Common Stock

1,708

$ 0

1,708

Restricted ⁽¹⁾

⁽¹¹⁾

12/14/2007

700

⁽¹¹⁾

Common Stock

700

$ 0

700

Restricted ⁽¹⁾

⁽¹²⁾

12/14/2007

700

⁽¹²⁾

Common Stock

700

$ 0

700

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Grimm David M 1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH AUSTIN, TX 78746			Chief Administrative Officer

Signatures

David M. Grimm		12/18/2007
^**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)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.
(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 for Options Granted 02/04/2002 - Exercise price is $18.05: Options Exerciserable 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. Option exercise price shown is Temple-Inland Inc.'s exercise price that will be adjusted to reflect Forestar Real Estate Group Inc.'s option exercise price upon the spin-off and pro rata distribution of shares on or around December 28, 2007.
(6)	Options Vesting Schedule for Options Granted 08/01/2003 - Exercise price is $11.90: Options Exerciserable 08/01/2007 - 533.
(7)	Options Vesting Schedule for Options Granted 02/06/2004 at an exercise price of $20.41: Options Exerciserable 02/06/2007 - 266; Options Exerciserable 02/06/2008 - 133.
(8)	Option Vesting Schedule for Options Granted 02/04/2005 at an exercise price of $27.46: Options exercisable 02/04/2007 - 266; Options exercisable 02/04/2008 - 133; Options exercisable 02/04/2009 - 133.
(9)	Options Vesting Schedule for Options Granted 02/03/2006 at an exercise price of $36.59: Options Exerciserable 02/03/2007 - 427; Options Exerciserable 02/03/2008 - 427; Options Exerciserable 02/03/2009 - 427; and Options Exerciserable 02/03/2010 - 427.
(10)	Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $41.29: Options Exerciserable 02/02/2008 - 427; Options Exerciserable 02/02/2009 - 427; Options Exerciserable 02/02/2010 - 427; and Options Exerciserable 02/02/2011 - 427.
(11)	Restricted Shares granted on 02/03/2006 will vest effective 02/03/2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date.
(12)	Restricted Shares granted on 02/02/2007 will vest effective 02/02/2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date.

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