RAYONIER ADVANCED MATERIALS INC. — Director's Dealing 2014

Jun 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER ADVANCED MATERIALS INC. (RYAM)
CIK: 0001597672
Period of Report: 2014-06-27

Reporting Person: BOYNTON PAUL G (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-27	Special Restricted Stock Unit Award	$	A	1	Acquired	2018-08-31	Common Stock ()	Direct

Footnotes

F1: Restricted stock unit award granted under the Rayonier Advanced Materials Inc. Incentive Stock Plan that became effective upon the closing date of the separation of Rayonier Inc.'s performance fibers business and the distribution of 100% of the outstanding common stock of Rayonier Advanced Materials Inc. (the "Company") to Rayonier Inc.'s shareholders. This award will vest and become payable on August 31, 2018, subject to Mr. Boynton's continued employment with the Company and possible earlier vesting upon events specified in the award agreement. Upon vesting, $4 million in shares of Company common stock will be issued to Mr. Boynton, with the number of shares determined by applying the average closing price of a share of the Company's common stock on the New York Stock Exchange for the ten trading days preceding the vesting date. Mr. Boynton will forfeit the award if he voluntarily terminates employment with the Company or if his employment is terminated by the Company for cause.