Clearwater Paper Corp — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2015-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	A	7255	$61.75	Acquired	10970	Direct
2015-02-26	Common Stock	F	2022	$61.75	Disposed	8948	Direct
2015-02-26	Common Stock	A	1403	$0.00	Acquired	10351	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	Employee Stock Option (right to buy)	$69.48	A	6315	Acquired	2025-02-26	Common Stock (6315)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	84601	Indirect
Common Stock	53	Indirect

Footnotes

F1: Represents aggregate number of shares of common stock issuable in settlement of 2012-2014 Performance Share grant.

F2: Represents shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of 2012-2014 Performance Share grant.

F3: Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.

F4: Represents award of RSUs that will vest on December 31, 2017, 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.

F5: Reflects 5,129 shares previously reported as directly beneficially owned that were transferred to the reporting person's grantor retained family trust.

F6: The option becomes exercisable on December 31, 2017, assuming continued employment.