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 ^*

DeCosmo James 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)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO - President

(Last)

(First)

(Middle)

1300 SOUTH MOPAC EXPRESSWAY 3S

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

(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	02/12/2008	02/12/2008	A		28,400 ⁽¹⁾	A	$ 28.85	32,406 ⁽²⁾	D
Common Stock								1,228 ⁽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⁾

$ 13.24

02/04/2003

02/04/2010

Common Stock

666

Option (right to buy) ⁽⁵⁾ ⁽⁶⁾

$ 11.76

02/02/2003

02/02/2011

Common Stock

833

Option (right to buy) ⁽⁵⁾ ⁽⁷⁾

$ 13.26

02/01/2006

02/01/2012

Common Stock

2,000

Option (right to buy) ⁽⁵⁾ ⁽⁸⁾

$ 8.68

02/07/2006

02/07/2013

Common Stock

1,666

Option (right to buy) ⁽⁵⁾ ⁽⁹⁾

$ 15.02

02/06/2005

02/06/2014

Common Stock

1,666

Option (right to buy) ⁽⁵⁾ ⁽¹⁰⁾

$ 20.26

02/04/2006

02/04/2015

Common Stock

5,333

Option (right to buy) ⁽⁵⁾ ⁽¹¹⁾

$ 27.06

02/03/2007

02/03/2016

Common Stock

6,150

Option (right to buy) ⁽⁵⁾ ⁽¹²⁾

$ 30.56

02/02/2008

02/02/2017

Common Stock

6,150

Option (right to buy) ⁽¹³⁾

$ 28.85

02/12/2008

74,000

02/12/2009

02/12/2018

Common Stock

74,000

$ 0

74,000

Restricted ⁽⁵⁾

⁽¹⁴⁾

Common Stock

6,133

Restricted ⁽⁵⁾

⁽¹⁵⁾

Common Stock

6,666

Restricted ⁽⁵⁾

⁽¹⁶⁾

Common Stock

8,333

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DeCosmo James M 1300 SOUTH MOPAC EXPRESSWAY 3S AUSTIN, TX 78746	X		CEO - President

Signatures

David M. Grimm signing on behalf of James M. DeCosmo		12/14/2008
^**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)	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 for Options Granted 02/04/2000 - Exercise price is $13.24: Options Exercisable 02/04/2004 - 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 $11.76: Options Exercisable 02/04/2005 - 833.
(7)	Options Vesting Schedule - Exercise price is $13.26: Options Exercisable 02/01/2006 - 2,000.
(8)	Options Vesting Schedule - Exercise price is $8.68: Options Exercisable 02/07/2007 - 1,666.
(9)	Options Vesting Schedule - Exercise price of $15.02: Options Exercisable 02/06/2007 - 1,250; Options Exercisable 02/06/2008 - 416.
(10)	Options Vesting Schedule - Exercise price of $20.26: Options Exercisable 02/04/2007 - 2,666; Options Exercisable 02/04/2008 - 1,333; Options Exercisable 02/04/2009 - 1,333.
(11)	Options Vesting Schedule - Exercise price of $27.06: Options Exercisable 02/03/2007 - 1,537; Options Exercisable 02/03/2008 - 1,537; Options Exercisable 02/03/2009 - 1,537; and Options Exercisable 02/03/2010 - 1,537.
(12)	Options Vesting Schedule - Exercise price of $30.56: Options Exercisable 02/02/2008 - 1,537; Options Exercisable 02/02/2009 - 1,537; Options Exercisable 02/02/2010 - 1,537; and Options Exercisable 02/02/2011 - 1,537.
(13)	Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 18,500; Options Exercisable 02/12/2010 - 18,500; Options Exercisable 02/12/2011 - 18,500; Options Exercisable 02/12/2012 - 18,500.
(14)	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.
(15)	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.
(16)	Restricted Shares will vest effective 05/04/2010. 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.

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