Edgar Filing: Forestar Real Estate Group Inc.

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 ^*

JOHNSON JAMES A /DC/

2. Issuer Name and Ticker or Trading Symbol
Forestar Real Estate Group Inc. [FOR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2008

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2008	08/12/2008	A		957 ⁽¹⁾	A	$ 19.59	7,063 ⁽²⁾	D

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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) ⁽³⁾ ⁽⁴⁾

$ 13.24

02/04/2001

02/04/2010

Common Stock

6,666

Option (right to buy) ⁽⁴⁾ ⁽⁵⁾

$ 6.73

02/04/2001

02/04/2015

Common Stock

1,333

Option (right to buy) ⁽⁴⁾ ⁽⁶⁾

$ 5.98

01/02/2002

01/02/2016

Common Stock

1,333

Option (right to buy) ⁽⁴⁾ ⁽⁷⁾

$ 11.76

02/02/2002

02/02/2011

Common Stock

666

Option (right to buy) ⁽⁴⁾ ⁽⁸⁾

$ 7.08

01/02/2003

01/02/2017

Common Stock

1,333

Option (right to buy) ⁽⁴⁾ ⁽⁹⁾

$ 13.26

02/01/2003

02/01/2012

Common Stock

666

Option (right to buy) ⁽¹⁰⁾

$ 28.85

02/12/2009

02/12/2018

Common Stock

20,000

Phantom ⁽⁴⁾ ⁽¹¹⁾

⁽¹¹⁾

05/06/2016

05/06/2031

Common Stock

18,679 ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON JAMES A /DC/ 1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH AUSTIN, TX 78746	X

Signatures

David M. Grimm signing on behalf of James A. Johnson		08/13/2008
^**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)	Restricted Stock Units accrued under a Company plan to be settled following Reporting Person's retirement.
(2)	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.
(3)	Options Vesting Schedule - Exercise price is $18.03: Options Exercisable 02/04/2004 - 6,666.
(4)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(5)	Options Vesting Schedule - Exercise price is $9.28: Options Exercisable 02/04/2004 - 1,333.
(6)	Options Vesting Schedule - Exercise price is $8.27: Options Exercisable 01/02/2005 - 1,333.
(7)	Options Vesting Schedule - Exercise price is $16.04: Options Exercisable 02/02/2005 - 666.
(8)	Options Vesting Schedule - Exercise price is $9.74: Options Exercisable 01/02/2006 - 1,333.
(9)	Options Vesting Schedule - Exercise price is $18.05: Options Exercisable 02/01/2006 - 666.
(10)	Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000.
(11)	Phantom shares accrued under a Temple-Inland Inc. plan being settled in 15 annual installments following Reporting Person's retirement from Temple-Inland Inc. in November 2007.

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