Sec Form 4 Filing - Smith Flavious J. Jr. @ Forestar Group Inc. - 2014-11-11

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 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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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 (MM/DD/YY) 11/11/2014 (Street) AUSTIN, TX78746 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/11/2014 M 258 A $ 0 50,174 D Common Stock 11/11/2014 F 258 D $ 17.41 49,916 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (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 D Option (right to buy) ( 3 ) $ 18.59 02/08/2012 02/08/2021 Common Stock 12,364 12,364 D Option (right to buy) ( 4 ) $ 16.11 02/14/2013 02/14/2022 Common Stock 10,461 31,384 D Option (right to buy) ( 5 ) $ 18.7 02/12/2014 02/12/2023 Common Stock 34,113 34,113 D Stock Appreciation Right ( 6 ) $ 17.8 02/09/2011 02/09/2020 Common Stock 11,274 3,759 D Restricted Share Units ( 7 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 7,552 7,552 D Restricted Share Units ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 2,585 5,168 D Restricted Share Units ( 9 ) ( 9 ) 11/11/2014 M 258 ( 9 ) ( 9 ) Common Stock 258 $ 0 6,387 D Market Stock Units ( 10 ) ( 10 ) 02/14/2015 Common Stock 20,833 20,833 D Market Stock Units ( 10 ) ( 10 ) 02/12/2016 Common Stock 16,599 16,599 D Market Stock Units ( 10 ) ( 10 ) 02/11/2017 Common Stock 10,303 10,303 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Flavious J. Jr. 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX78746 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:

( 1 )In accordance with the Rig hts 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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