Edgar Filing: Etheredge Charles T JR

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 ^*

Etheredge Charles T 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)
Executive Vice President

(Last)

(First)

(Middle)

6300 BEE CAVE ROAD, BUILDING TWO, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2010

(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								16,836 ⁽¹⁾	D
Common Stock								254 ⁽²⁾	I	By Trustee of 401(k) Plan
Common Stock	01/08/2010		J⁽³⁾		254	D	$ 22.47	0	I	By Trustee of 401(k) Plan

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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⁾

$ 13.26

02/01/2006

02/01/2012

Common Stock

166

Option (right to buy) ⁽⁵⁾ ⁽⁶⁾

$ 8.68

02/07/2005

02/07/2013

Common Stock

1,000

Option (right to buy) ⁽⁵⁾ ⁽⁷⁾

$ 15.02

02/06/2005

02/06/2014

Common Stock

533

Option (right to buy) ⁽⁵⁾ ⁽⁸⁾

$ 20.26

02/04/2006

02/04/2015

Common Stock

533

Option (right to buy) ⁽⁵⁾ ⁽⁹⁾

$ 27.06

02/03/2007

02/03/2016

Common Stock

1,708

Option (right to buy) ⁽⁵⁾ ⁽¹⁰⁾

$ 30.56

02/02/2006

02/02/2017

Common Stock

1,708

Option (right to buy) ⁽¹¹⁾

$ 28.85

02/12/2009

02/12/2018

Common Stock

42,800

Option (right to buy) ⁽¹²⁾

$ 9.29

02/10/2010

02/10/2019

Common Stock

14,162

Stock Appreciation Right ⁽¹³⁾

$ 9.29

02/10/2010

02/10/2019

Common Stock

31,523

Restricted Share Units ⁽⁵⁾ ⁽¹⁴⁾

⁽¹⁴⁾

Common Stock

700

Restricted Share Units ⁽¹⁵⁾

⁽¹⁵⁾

Common Stock

9,688

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Etheredge Charles T JR 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX 78746			Executive Vice President

Signatures

David M. Grimm signing on behalf of Charles T. Etheredge, Jr.		01/12/2010
^**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)	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.
(2)	By trustee of the Guaranty Financial Group, Inc. Savings and Retirement Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from period to period.)
(3)	Mandatory divestiture by 401(k) Plan Administrator upon direction of Plan Trustees in accordance with policy adopted in 2007 for all plan participants.
(4)	Options Vesting Schedule - Exercise price is $13.26: Options Exercisable 02/01/2006 - 166.
(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 $8.68: Options Exercisable 02/07/2006 - 1,000.
(7)	Options Vesting Schedule - Exercise price of $15.02: Options Exercisable 02/06/2007 - 400; Options Exercisable 02/06/2008 - 133.
(8)	Options Vesting Schedule - Exercise price of $20.26: Options Exercisable 02/04/2007 - 266; Options Exercisable 02/04/2008 - 133; Options Exercisable 02/04/2009 - 134.
(9)	Options Vesting Schedule - Exercise price of $27.06: Options Exercisable 02/03/2007 - 427; Options Exercisable 02/03/2008 - 427; Options Exercisable 02/03/2009 - 427; and Options Exercisable 02/03/2010 - 427.
(10)	Options Vesting Schedule - Exercise price of $30.56: Options Exercisable 02/02/2008 - 427; Options Exercisable 02/02/2009 - 427; Options Exercisable 02/02/2010 - 427; Options Exercisable 02/02/2011 - 427.
(11)	Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 10,700; Options Exercisable 02/12/2010 - 10,700; Options Exercisable 02/12/2011 - 10,700; Options Exercisable 02/12/2012 - 10,700.
(12)	Vesting schedule for Options granted 02/10/2009 - Exercise price is $9.29: Options Exercisable 02/10/2010 - 3,540; Options Exercisable 02/10/2011 - 3,540; Options Exercisable 02/10/2012 - 3,541; and Options Exercisable 02/10/2013 - 3,541.
(13)	Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2009 - Exercise price is $9.29: SARs Exercisable 02/10/2010 - 7,880; SARs Exercisable 02/10/2011 - 7,881; SARs Exercisable 02/10/2012 - 7,881; and SARs Exercisable 02/10/2013 - 7,881.
(14)	Restricted share units will vest effective 02/02/2010. Restricted share units will be settled for cash based on the fair market value on the vesting date.
(15)	Restricted share units granted on 2/10/2009 will vest effective 2/10/2012. Restricted share units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROA performance criteria.

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