SEC Form 4 · accession 0000849213-16-000215
PLUM CREEK TIMBER CO INC · PCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rick R Holley
Officer — CEO · Director
Period of report
Feb 19, 2016
Accepted (ET)
Feb 22, 2016 · 6:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000849213
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 19, 2016 | D | 420,408 | — | D | 0 | 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 (2007 SIP)F2 | $40.42 | Feb 19, 2016 | D | 100,000 | D | — | Feb 5, 2017 | Common Stock | 100,000 | 0 | D |
| Stock Option (2008 SIP)F2 | $42.98 | Feb 19, 2016 | D | 140,000 | D | — | Feb 4, 2018 | Common Stock | 140,000 | 0 | D |
| Stock Option (2009 SIP)F2 | $33.75 | Feb 19, 2016 | D | 140,000 | D | — | Feb 9, 2019 | Common Stock | 140,000 | 0 | D |
| Stock Option (2010 SIP)F2 | $35.22 | Feb 19, 2016 | D | 140,000 | D | — | Feb 8, 2020 | Common Stock | 140,000 | 0 | D |
| Stock Option (2011 SIP)F2 | $41.55 | Feb 19, 2016 | D | 140,000 | D | — | Feb 7, 2021 | Common Stock | 140,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, between Issuer and Weyerhaeuser Company dated as of November 6, 2015 ("Merger Agreement") whereby each share of Issuer common stock was converted into 1.6 Weyerhaeuser common shares with fractional shares paid in cash, and Weyerhaeuser assumed and converted each Issuer restricted stock unit (RSU) into 1.6 Weyerhaeuser restricted stock units, rounded down to the nearest whole, on the same terms and conditions as the Issuer RSUs. Of the shares disposed, 185,475 were Issuer RSUs and 234,933 were Issuer common stock. The market value of 1.6 Weyerhaeuser common shares is $22.87, based on the trading price of Weyerhaeuser common shares as of end of trading on February 19, 2016.
- F2Disposed of pursuant to the Merger Agreement whereby each Issuer stock option was assumed and converted into an option to acquire a number of Weyerhaeuser common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Issuer common stock subject to the Issuer 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 Issuer common stock of such Issuer stock option immediately prior to the effective time divided by (b) 1.6. The market value of 1.6 Weyerhaeuser common shares is $22.87, based on the trading price of Weyerhaeuser common shares as of end of trading on February 19, 2016.