SEC Form 4 · accession 0001225208-18-009746
WEYERHAEUSER CO · WY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles R Williamson
Director
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 5:42 pm EDT
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,F2 | May 18, 2018 | A | 3,850 | $0.00 | A | 35,757 | D | |
| CommonF3 | May 19, 2018 | F | 84 | $36.45 | D | 35,673 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share EquilvalentsF2,F4 | $0.00 | May 18, 2018 | A | 3,300 | A | — | — | Common | 3,300 | 151,150 | D |
Explanation of responses
- F1These shares were granted pursuant to a restricted stock unit award that vests 100% one year after the grant date. These shares (rounded down to the nearest whole share) represent the equity portion of the annual retainer fee in the amount of $140,000, with the number of restricted stock units determined by dividing the dollar amount of the fee by $36.355, the average of the high ($36.48) and low ($36.23) price of the Issuer's common stock on the date of grant.
- F2Reported holdings include shares acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
- F3These shares are being withheld to cover taxes for a restricted stock unit vesting.
- F4The share equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of cash fees of $120,000 by conversion into a number of share equivalents, determined by dividing the dollar amount of the fees by $36.355, the average of the high ($36.48) and low ($36.23) price of the Issuer's common stock on the fee payment date. Additional share equivalents accrue as and when dividends are paid on the Issuer's common stock. Share equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director.