SEC Form 4 · accession 0001225208-16-027569
WEYERHAEUSER CO · WY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell S Hagen
Officer — Senior Vice President and CFO
Period of report
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 4:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000106535
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Feb 19, 2016 | A | 43,763 | $0.00 | A | 43,763 | D | |
| CommonF2 | Feb 19, 2016 | A | 36,400 | $0.00 | A | 80,163 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4,F3 | $26.87 | Feb 19, 2016 | A | 8,000 | A | — | Feb 4, 2018 | Common | 8,000 | 8,000 | D |
| Stock Option (right to buy)F4,F3 | $25.27 | Feb 19, 2016 | A | 9,600 | A | — | Feb 5, 2017 | Common | 9,600 | 9,600 | D |
| Stock Option (right to buy)F4,F3 | $25.97 | Feb 19, 2016 | A | 24,000 | A | — | Feb 7, 2021 | Common | 24,000 | 24,000 | D |
| Stock Option (right to buy)F4,F3 | $22.02 | Feb 19, 2016 | A | 20,800 | A | — | Feb 8, 2020 | Common | 20,800 | 20,800 | D |
| Stock Option (right to buy)F4,F3 | $21.10 | Feb 19, 2016 | A | 8,000 | A | — | Feb 9, 2019 | Common | 8,000 | 8,000 | D |
Explanation of responses
- F1Acquired as of February 19, 2016 pursuant to the Agreement and Plan of Merger between Issuer and Plum Creek Timber Company, Inc. dated as of November 6, 2015 (the "Merger Agreement") whereby each share of Plum Creek Timber Company, Inc. was converted into 1.6 common shares of the Issuer with fractional shares paid in cash. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.
- F2Acquired as of February 19, 2016 pursuant to the Merger Agreement whereby Issuer assumed and converted each Plum Creek restricted stock unit (Plum Creek RSU) into 1.6 Issuer restricted stock units, rounded down to the nearest whole RSU, on the same terms and conditions as the Plum Creek RSUs. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.
- F3The option is fully vested.
- F4Acquired pursuant to the Merger Agreement whereby each Plum Creek Timber Company, Inc. stock option was assumed and converted into an option to acquire a number of Issuer common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Plum Creek common stock subject to the Plum Creek stock option immediately prior to the completion of the merger and (2) 1.6, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Plum Creek common stock of such Plum Creek stock option immediately prior to the effective time divided by (b) 1.6. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.