Clearwater Paper Corp — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2017-05-09

Reporting Person: O'Donnell John P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Phantom Common Stock	$44.90	A	1985.309	Acquired		Common Stock (1985.309)	Direct

Footnotes

F1: Phantom stock units are credited to the reporting person's account on the transaction date in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors and will be converted to cash and paid on a 1-for-1 basis with the issuer's common stock.

F2: Phantom stock units will be converted to cash and paid upon the reporting person's termination from service with Clearwater Paper in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors.

F3: Phantom stock unit beneficial ownership represents phantom stock allocated to the reporting person's Deferred Compensation Account since the reporting person's last report. These phantom stock allocations represent an annual award grant for service from May 1, 2017 through April 30, 2018. These phantom stock units will vest May 1, 2018.