SEC Form 4 · accession 0001209191-17-056411

Forestar Group Inc. · FOR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Charles D Jehl

Officer — Chief Financial Officer

Period of report

Oct 5, 2017

Accepted (ET)

Oct 10, 2017 · 3:49 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 Stock^F1,F2	Oct 5, 2017	D	78,003	—	D	0	D
Common Stock^F2	Oct 5, 2017	A	25,918	—	A	25,918	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (right to buy)^F3	$16.11	Oct 5, 2017	D	22,532	D	Feb 14, 2013	Feb 14, 2022	Common Stock	22,532	D
Option (right to buy)^F3	$14.08	Oct 5, 2017	D	18,377	D	Feb 10, 2016	Feb 10, 2025	Common Stock	18,377	D
Restricted Share Units^F3,F4	—	Oct 5, 2017	D	42,635	D	—	—	Common Stock	42,635	D
Market Stock Units^F5	—	Oct 5, 2017	D	18,526	D	Feb 10, 2018	Feb 10, 2018	Common Stock	22,484	D

Explanation of responses

F1Upon 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 Forestar Group Inc. (the "Issuer"), each outstanding share of Issuer common stock ("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 the nearest whole number) and one new share of Common Stock for the remainder of the shares of Common Stock subject to such election.
F2With respect to 58,503 shares of Common Stock, the Reporting Person elected to receive Cash Consideration in the Merger, which was subject to proration as described in footnote 1. With respect to 19,500 shares of Common Stock, the Reporting Person elected to receive new Common Shares.
F3Pursuant 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.
F4Restricted share units accrued under a Company plan to be settled in stock following Reporting Person's retirement. Restricted share units are vested on the date of grant.
F5Each market stock unit represented a contingent right to receive a variable number of shares of Common Stock based on the percent change in stock price (plus dividends if applicable) during the applicable three-year performance period, as further provided in the applicable award agreement. Pursuant to the Merger Agreement and the terms of the applicable market stock unit award agreement, upon the effectiveness of the Merger, each outstanding market stock unit was cancelled and converted into the right to receive an amount of cash equal to the Cash Consideration payable on 1.213654 shares of Common Stock.