| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
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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).
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1. Name and Address of Reporting Person
*
| 6300 BEE CAVE ROAD |
| BUILDING TWO, SUITE 500 |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Forestar Group Inc.
[
FOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Executive Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/09/2016
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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)
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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
|
|
|
|
|
|
|
|
40,159
|
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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)
|
$
17.8
|
|
|
|
|
|
|
02/09/2011 |
02/09/2020 |
Common Stock
|
9,604
|
|
3,202
|
D
|
|
|
Option (right to buy)
|
$
18.59
|
|
|
|
|
|
|
02/08/2012 |
02/08/2021 |
Common Stock
|
12,364
|
|
12,364
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D
|
|
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Option (right to buy)
|
$
16.11
|
|
|
|
|
|
|
02/14/2013 |
02/14/2022 |
Common Stock
|
7,376
|
|
22,130
|
D
|
|
|
Option (right to buy)
|
$
18.7
|
|
|
|
|
|
|
02/12/2014 |
02/12/2023 |
Common Stock
|
29,240
|
|
29,240
|
D
|
|
|
Option (right to buy)
|
$
14.08
|
|
|
|
|
|
|
02/10/2016 |
02/10/2025 |
Common Stock
|
25,268
|
|
25,268
|
D
|
|
|
Option (right to buy)
|
$
13.43
|
|
|
|
|
|
|
09/25/2015 |
09/25/2025 |
Common Stock
|
90,000
|
|
90,000
|
D
|
|
|
Stock Appreciation Right
|
$
17.8
|
|
|
|
|
|
|
02/09/2011 |
02/09/2020 |
Common Stock
|
11,274
|
|
3,759
|
D
|
|
|
Restricted Share Units
|
|
|
|
|
|
|
|
|
|
Common Stock
|
2,345
|
|
2,346
|
D
|
|
|
Restricted Share Units
|
|
|
|
|
|
|
|
|
|
Common Stock
|
2,000
|
|
3,999
|
D
|
|
|
Restricted Share Units
|
|
02/09/2016 |
|
A |
|
40,698
|
|
|
|
Common Stock
|
40,698
|
$
0
|
40,698
|
D
|
|
|
Market Stock Units
|
|
|
|
|
|
|
|
|
02/12/2016 |
Common Stock
|
14,227
|
|
14,227
|
D
|
|
|
Market Stock Units
|
|
|
|
|
|
|
|
|
02/11/2017 |
Common Stock
|
9,126
|
|
9,126
|
D
|
|
|
Mark Stock Units
|
|
|
|
|
|
|
|
|
02/10/2018 |
Common Stock
|
25,474
|
|
25,474
|
D
|
|
| Explanation of Responses: |
|
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|
|
|
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|
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|
David M. Grimm on behalf of Phillip J. Weber |
02/11/2016 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of David Grimm, Charles D. Jehl and Matthew S. Stark, or either of
them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney in fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Forestar Group Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of January, 2016.
/s/ Phillip J. Weber
Phillip J. Weber
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