Clearwater Paper Corp — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearwater Paper Corp (CLW)
CIK: 0001441236
Period of Report: 2018-03-01

Reporting Person: Massman Linda K (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock	F	801	$37.60	Disposed	201913	Direct
2018-03-05	Common Stock	A	18797	$37.45	Acquired	220710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Employee Stock Options (right to buy)	$37.45	A	56391	Acquired	2028-03-05	Common Stock (56391)	Direct

Footnotes

F1: Represents shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of restricted stock units, that vested March 1, 2018.

F2: Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.

F3: Represents award of RSUs that will vest 33%, 33%, 34% on March 5, 2019, 2020 and 2021, 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.

F4: These options become exercisable 33%, 33% and 34% on March 5, 2019, 2020 and 2021, respectively, assuming continued employment.