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: HERTZ JOHN (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	A	2893	$56.75	Acquired	32955	Direct
2017-02-27	Common Stock	F	831	$56.75	Disposed	32124	Direct
2017-02-27	Common Stock	A	2147	$0.00	Acquired	34271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-27	Employee Stock Options (right to buy)	$56.75	A	9663	Acquired	2027-02-27	Common Stock (9663)	Direct

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.