Forestar GroupInc. (NYSE:FOR) Files An 8-K Entry into a Material Definitive Agreement

The Rights are not exercisable until the Distribution Date and
will expire at the earliest of (i)5:00 P.M.(New York City time)
on January5, 2018, or such later date and time (but not later
than 5:00 P.M.(New York City time) on January5, 2020) as may be
determined by the Board and approved by the stockholders of the
Company by a vote of the majority of the votes cast by the
holders of shares entitled to vote thereon at a meeting of the
stockholders of the Company prior to 5:00 P.M.(New York City
time) on January5, 2018, (ii)the time at which the Rights are
redeemed or exchanged as provided in the Plan, (iii)the time at
which the Board determines that the Plan is no longer necessary
or desirable for the preservation of Tax Benefits, and (iv)the
close of business on the first day of a taxable year of the
Company to which the Board determines that no Tax Benefits,
once realized, as applicable, may be carried forward.

As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will
represent the Rights. After the Distribution Date, the Company
generally would issue Rights with respect to shares of Common
Stock issued upon the exercise of stock options or to awards
under any employee plan or arrangement, which stock options or
awards are outstanding as of the Distribution Date, or upon the
exercise, conversion or exchange of securities issued by the
Company after the Plans adoption (except as may otherwise be
provided in the instruments governing such securities). In the
case of other issuances of shares of Common Stock after the
Distribution Date, the Company generally may, if deemed
necessary or appropriate by the Board, issue Rights with
respect to such shares of Common Stock.

Preferred Share Provisions

Each one one-thousandth of a share of SeriesB Preferred Stock,
if issued:

will not be redeemable;

will entitle the holder thereof to quarterly dividend payments
of $0.001 or an amount equal to the dividend paid on one share
of Common Stock, whichever is greater;

will, upon any liquidation of the Company, entitle the holder
thereof to receive either $1.00 plus accrued and unpaid
dividends and distributions to the date of payment or an amount
equal to the payment made on one share of Common Stock,
whichever is greater;

will have the same voting power as one share of Common Stock;
and

will, if shares of Common Stock are exchanged via merger,
consolidation or a similar transaction, entitle holders to a
per share payment equal to the payment made on one share of
Common Stock.

Flip-in Trigger

In the event that a person or group of affiliated or associated
persons becomes an Acquiring Person (unless the event causing
such person or group to become an Acquiring Person is a
transaction described under Flip-over Trigger, below),
each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price
of the Right; provided, however, that Rights are not
exercisable following the occurrence of such an event until
such time as the Rights are no longer redeemable by the Company
as set forth below. Notwithstanding the foregoing, following
the occurrence of such an event, all Rights that are, or (under
certain circumstances specified in the Plan) were, beneficially
owned by any Acquiring Person will be null and void.

Flip-over Trigger

In the event that, at any time following the Stock Acquisition
Date, (i)the Company engages in a merger or other business
combination transaction in which the Company is not the
surviving corporation, (ii)the Company engages in a merger or
other business combination transaction in which the Company is
the surviving corporation and the Common Stock of the Company
is changed or exchanged, or (iii)more than 50% of the Companys
assets, cash

flow or earning power is sold or transferred, each holder of a
Right (except Rights that have previously been voided as set
forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the next preceding paragraph
are referred to as the Triggering Events.

Exchange Feature

At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board may exchange the
Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, or one one-thousandth of a share of
SeriesB Preferred Stock (or of a share of a class or series of
the Companys preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

Equitable Adjustments

The Purchase Price payable, and the number of Units of SeriesB
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i)in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
SeriesB Preferred Stock, (ii)if holders of the SeriesB
Preferred Stock are granted certain rights or warrants to
subscribe for SeriesB Preferred Stock or convertible securities
at less than the current market price of the SeriesB Preferred
Stock, or (iii)upon the distribution to holders of the SeriesB
Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the SeriesB Preferred Stock on the
last trading date prior to the date of exercise.

Redemption Rights

At any time until 10 business days following the Stock
Acquisition Date, the Company may, at its option, redeem the
Rights in whole, but not in part, at a price of $0.001 per
Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action
of the Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be
to receive the $0.001 redemption price.

Amendment of Rights

Any of the provisions of the Plan may be amended by the Board
prior to the Distribution Date except that the Board may not
extend the expiration of the Rights beyond 5:00 P.M.(New York
City time) on January5, 2018 unless such extension is ratified
by the stockholders of the Company prior to 5:00 P.M.(New York
City time) on January5, 2018. After the Distribution Date, the
provisions of the Plan may be amended by the Board in order to
cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights, or to shorten or
lengthen any time period under the Plan. The foregoing
notwithstanding, no amendment may be made at such time as the
Rights are not redeemable, except to cure any ambiguity or
correct or supplement any provision contained in the Plan which
may be defective or inconsistent with any other provision
therein.

Miscellaneous

Until a Right is exercised, the holder thereof, as such, will
have no separate rights as a stockholder of the Company,
including the right to vote or to receive dividends in respect
of the Rights. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in
the event that the Rights become exercisable for Common Stock
(or other consideration) of the Company or for common stock of
the acquiring company or in the event of the redemption of the
Rights as set forth above.

This summary description of the Rights and the Plan does not
purport to be complete and is qualified in its entirety by
reference to the Plan, a copy of which is included as
Exhibit4.1 to this report and incorporated by reference herein.

Computershare Trust Company, N.A. also serves as the transfer
agent and registrar with respect to the Common Stock.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

In connection with the adoption of the Plan, the Board approved
the Certificate of Designations, Preferences and Rights of
SeriesB Junior Participating SeriesB Preferred Stock of the
Company (the Certificate of Designations). The Certificate of
Designations was filed with the Secretary of State of the State
of Delaware on January5, 2017. A copy of the Certificate of
Designations is included as Exhibit3.1 to this report and
incorporated by reference herein. The information in Item 3.03
of this report is incorporated by reference in this Item5.03.

Item 8.01 Other Events.

On January5, 2017, the Company issued a press release
announcing the adoption of the Plan and the declaration of the
Rights dividend. A copy of the press release is included as
Exhibit99.1 to this report and incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.