SEC Form 4 · accession 0001209191-17-056413
Forestar Group Inc. · FOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip J Weber
Officer — Chief Executive Officer
Period of report
Oct 5, 2017
Accepted (ET)
Oct 10, 2017 · 3:59 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 | Oct 5, 2017 | D | 78,945 | — | D | 0 | D | |
| Common StockF2 | Oct 5, 2017 | A | 8,660 | — | A | 8,660 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F3 | $16.11 | Oct 5, 2017 | D | 22,130 | D | Feb 14, 2013 | Feb 14, 2022 | Common Stock | 22,130 | 0 | D |
| Option (right to buy)F3 | $14.08 | Oct 5, 2017 | D | 25,268 | D | Feb 10, 2016 | Feb 10, 2025 | Common Stock | 25,268 | 0 | D |
| Option (right to buy)F3 | $13.43 | Oct 5, 2017 | D | 90,000 | D | Sep 25, 2015 | Sep 25, 2025 | Common Stock | 90,000 | 0 | D |
| Restricted Share UnitsF3,F4 | — | Oct 5, 2017 | D | 27,132 | D | — | — | Common Stock | 27,132 | 0 | D |
| Market Stock UnitsF5 | — | Oct 5, 2017 | D | 25,474 | D | Feb 10, 2018 | Feb 10, 2018 | Common Stock | 30,916 | 0 | 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.
- F2The Reporting Person elected to receive Cash Consideration in the Merger, which was subject to proration as described in footnote 1.
- 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.