Clearwater Paper Corp — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2012-02-28

Reporting Person: Gadd Michael S (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	A	2262	—	Acquired	53181	Direct
2012-02-28	Common Stock	A	54768	$35.30	Acquired	107949	Direct
2012-02-28	Common Stock	F	19159	$35.30	Disposed	88790	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53	Indirect

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 aggregate number of shares of common stock issuable in settlement of 2009-2011 Performance Share Grant.

F4: Represents shares withheld by Clearwater Paper Corporation to satisfy tax witholding requirements due at settlement of 2009-2011 Performance Share Grant.