Charles D Jehl Form 4 Forestar / Charles D Jehl ownership change

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^*

Jehl Charles D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2016

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								45,476	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)(1)	$30.56							(2)	02/02/2017	Common Stock	1,708		1,708	D
Option (right to buy)	$28.85							(2)	02/12/2018	Common Stock	22,300		22,300	D
Option (right to buy)	$17.8							(2)	02/09/2020	Common Stock	10,757		10,757	D
Option (right to buy)	$18.59							(2)	02/08/2021	Common Stock	20,772		20,772	D
Option (right to buy)(3)	$16.11							02/14/2013	02/14/2022	Common Stock	22,532		22,532	D
Option (right to buy)(4)	$18.7							02/12/2014	02/12/2023	Common Stock	19,493		19,493	D
Option (right to buy)(5)	$14.08							02/10/2016	02/10/2025	Common Stock	18,377		18,377	D
Stock Appreciation Right(6)	$17.8							02/09/2011	02/09/2020	Common Stock	12,628		12,628	D
Restricted Share Units(7)	(7)							(7)	(7)	Common Stock	1,647		1,647	D
Restricted Share Units(8)	(8)							(8)	(8)	Common Stock	3,384		3,384	D
Restricted Share Units(9)	(9)	02/09/2016		A		63,953		(9)	(9)	Common Stock	63,953	$0.00	63,953	D
Market Stock Units(10)	(10)							(10)	02/12/2016	Common Stock	9,485		9,485	D
Market Stock Units(10)	(10)							(10)	02/11/2017	Common Stock	5,888		5,888	D
Market Stock Units(10)	(10)							(10)	02/10/2018	Common Stock	18,526		18,526	D

Explanation of Responses:

1. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective December 28, 2007.

2. Options are fully vested and exercisable as of the date of this report.

3. Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 5,633; Options Exercisable 02/14/2014 - 5,633; Options Exercisable 02/14/2015 - 5,633; and Options Exercisable 02/14/2016 - 5,633.

4. Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 4,873; Options Exercisable 02/12/2015 - 4,873; Options Exercisable 02/12/2016 - 4,873; and Options Exercisable 02/12/2017 - 4,874.

5. Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 4,594; Options Exercisable 02/10/2017 - 4,594; Options Exercisable 02/10/2018 - 4,594; and Options Exercisable 02/10/2019 - 4,595.

6. Stock Appreciation Rights (SARs) are fully vested and exercisable as of the date of this report.

7. Restricted share units granted on 02/12/2013 will vest on 02/12/2016. Restricted share units will be settled for cash based on the fair market value on vesting date.

8. Restricted share units granted on 02/11/2014 will vest as follows: 1,692 on 02/11/2016; 1,692 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date.

9. Restricted share units granted on 02/09/2016 will vest as follows: 21,318 on 02/09/2017; 21,317 on 02/09/2018; 21,318 on 02/09/2019. Restricted share units will be settled with stock.

10. Number of shares to be received upon vesting will vary depending upon performance of Company stock over the performance period.

Remarks:

	David M. Grimm signing on behalf of Charles D. Jehl	02/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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