Sec Form 4 Filing - Dickson Bruce Fairchild @ Forestar Group Inc. - 2016-02-11

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 Dickson Bruce Fairchild 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 Real Estate Officer (Last) (First) (Middle) 6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2016 (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 02/11/2016 M 2,922 ( 1 ) A $ 0 28,883 D Common Stock 02/11/2016 D 2,922 ( 1 ) D $ 8.4 25,961 D Common Stock 02/12/2016 M 2,601 ( 2 ) A $ 0 28,562 D Common Stock 02/12/2016 D 2,601 ( 2 ) D $ 8.6 25,961 D Common Stock 02/12/2016 M 7,618 ( 3 ) A 33,579 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) ( 4 ) $ 16.11 02/14/2013 02/14/2022 Common Stock 34,871 34,871 D Option (right to buy) ( 5 ) $ 18.7 02/12/2014 02/12/2023 Common Stock 29,240 29,240 D Option (right to buy) ( 6 ) $ 14.08 02/10/2016 02/10/2025 Common Stock 27,565 27,565 D Restricted Share Units ( 7 ) ( 7 ) 02/12/2016 M 2,601 ( 7 ) ( 7 ) Common Stock 2,601 $ 0 0 D Restricted Share Units ( 8 ) ( 8 ) 02/11/2016 M 2,922 ( 8 ) ( 8 ) Common Stock 2,922 $ 0 2,923 D Market Stock Units ( 9 ) 02/12/2016 M 14,227 ( 9 ) 02/12/2016 Common Stock 14,227 $ 0 0 D Market Stock Units ( 9 ) ( 9 ) 02/11/2017 Common Stock 9,567 9,567 D Market Stock Units ( 9 ) ( 9 ) 02/10/2018 Common Stock 27,789 27,789 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dickson Bruce Fairchild 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX78746 Chief Real Estate Officer Signatures David M. Grimm signing on behalf of Bruce F. Dickson 02/16/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units vested 02/11/2016. Restricted stock units are being settled for cash based on the fair market value on 02/11/2016. ( 2 )Restricted stock units vested 02/12/2016. Restricted stock units are being settled for cash based on the fair market value on 02/12/2016. ( 3 )Represents vesting of previously reported Market Stock Units. ( 4 )Vesting schedule for Options granted 02/14/2012 - Exercise price is $16.11: Options Exercisable 02/14/2013 - 8,717; Options Exercisable 02/14/2014 - 8,718; Options Exercisable 02/14/2015 - 8,718; and Options Exercisable 02/14/2016 - 8,718. ( 5 )Vesting schedule for Options granted 02/12/2013 - Exercise price is $18.70: Options Exercisable 02/12/2014 - 7,310; Options Exercisable 02/12/20 15 - 7,310; Options Exercisable 02/12/2016 - 7,310; and Options Exercisable 02/12/2017 - 7,310. ( 6 )Vesting schedule for Options granted 02/10/2015 - Exercise price is $14.08: Options Exercisable 02/10/2016 - 6,891; Options Exercisable 02/10/2017 - 6,891; Options Exercisable 02/10/2018 - 6,891; and Options Exercisable 02/10/2019 - 6,892. ( 7 )Restricted share units granted on 02/12/2013 will vest as follows: 2,602 on 02/12/2014; 2,601 on 02/12/2015; 2,601 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: 2,923 on 02/11/2015; 2,922 on 02/11/2016; 2,923 on 02/11/2017. Restricted share units will be settled for cash based on the fair market value on vesting date. ( 9 )Number of units received upon vesting will vary depending upon performance of Company stock over the performance period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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