Clearwater Paper Corp — Director's Dealing 2012

Jul 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2012-06-28

Reporting Person: HERTZ JOHN (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-28	Common Stock	A	1499	—	Acquired	1499	Direct
2012-06-28	Common Stock	A	20000	—	Acquired	21499	Direct

Footnotes

F1: Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.

F2: Represents award of RSUs that will vest on December 31, 2014, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

F3: Represents RSUs that vest ratably (subject to continued service with the Company) on an annual basis over the four year period beginning on Mr. Hertz's start date with the Company. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs. These accrued RSUs will vest pursuant to the same vesting schedule.