Clearwater Paper Corp — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2017-02-27

Reporting Person: Burke Patrick T. (SVP, Group Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	A	434	$56.75	Acquired	8551	Direct
2017-02-27	Common Stock	F	142	$56.75	Disposed	8409	Direct
2017-02-27	Common Stock	A	2408	$0.00	Acquired	10817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Employee Stock Option (right to buy)	$56.75	A	10836	Acquired	2027-02-27	Common Stock (10836)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33	Indirect

Footnotes

F1: Represents aggregate number of shares of common stock issuable in settlement of 2014-2016 Performance Share Grant.

F2: Represents shares withheld by Clearwater Paper Corporation to satisfy tax witholding requirements due at settlement of 2014-2016 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 33%, 33%, 34% on March 1, 2018, 2019 and 2020, respectively, 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: These options become exercisable 33%, 33% and 34% on March 1, 2018, 2019 and 2020, respectively, assuming continued employment.