SEC Form 4 · accession 0001209191-17-056407
Forestar Group Inc. · FOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Rubright
Director
Period of report
Oct 5, 2017
Accepted (ET)
Oct 10, 2017 · 3:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001406587
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Oct 5, 2017 | D | 100,480 | — | D | 0 | D | |
| Common StockF2,F3 | Oct 5, 2017 | A | 8 | — | A | 8 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF5 | — | Oct 5, 2017 | D | 39,885 | D | — | — | Common Stock | 39,885 | 0 | D |
Explanation of responses
- F1Includes 210 shares of Forestar Group Inc. (the "Issuer") common stock ("Common Stock") and 100,270 Issuer restricted share units. These restricted share units would otherwise have been settled in Common Stock, on a one-for-one basis, upon the Reporting Person's retirement.
- F2Upon the closing of the merger (the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among D.R. Horton, Inc., Force Merger Sub, Inc. and the Issuer, (a) each outstanding share of Common Stock was cancelled and converted into the right to receive either (i) a cash payment of $17.75 per share (the "Cash Consideration") or (ii) one new share of Common Stock, at the election of the holder and subject to proration. Due to proration, each holder of Common Stock who elected Cash Consideration received the Cash Consideration for 89.030037% of the shares subject to such election (rounded to the nearest whole number) and one new share of Common Stock for each of the remaining shares of Common Stock subject to such election.
- F3The Reporting Person elected to receive Cash Consideration in the Merger, which was subject to proration as described in footnote 2.
- F4Pursuant to the Merger Agreement, upon the effectiveness of the Merger, each outstanding Issuer restricted share unit was cancelled and converted into the right to receive an amount of cash equal to the Cash Consideration, and each Issuer option to purchase Common Stock was cancelled and converted into the right to receive an amount of cash equal to the excess, if any, of the Cash Consideration over the exercise price of such option.
- F5These restricted share units would otherwise have been settled for the cash value of a share of Common Stock, on a one-for-one basis, following the Reporting Person's retirement. These restricted share units were vested on the date of grant.