RAYONIER ADVANCED MATERIALS INC. — Director's Dealing 2018

Nov 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER ADVANCED MATERIALS INC. (RYAM)
CIK: 0001597672
Period of Report: 2018-11-12

Reporting Person: BOYNTON PAUL G (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-12	Common Stock	P	10000.0000	$13.7200	Acquired	273020.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-12	8.00% Series A Mandatory Convertible Preferred Stock	$	P	1000.0000	Acquired	2019-08-15	Common Stock (7745.9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3537.4478	Indirect
Common Stock	30266.0000	Indirect
Common Stock	33701.0000	Indirect
Common Stock	32329.0000	Indirect
Common Stock	796.0000	Indirect

Footnotes

F1: Shares are held in the Rayonier Advanced Materials Investment and Savings Plan, a 401(k) plan, for this person's account.

F2: The conversion rate of the 8.00% Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") on the mandatory conversion date (expected to be 8/15/2019) depends on the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock, included as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on 8/10/2016 (the "Certificate"). The Preferred Stock automatically converts into Common Stock on the mandatory conversion date at a conversion rate between 6.5923 and 7.7459 shares of Common Stock per share of Preferred Stock, subject to certain adjustments set forth in the Certificate, but holders may elect to convert shares of Preferred Stock into Common Stock at any time prior to such date at a conversion rate of 6.5923 shares of Common Stock per share of Preferred Stock, subject to certain adjustments set forth in the Certificate.

F3: See note (1). The conversion rate for each share of Preferred Stock will not be more than 7.7459 shares of Common Stock and not less than 6.5923 shares of Common Stock on the mandatory conversion date, subject to certain adjustments set forth in the Certificate. The reporting person has reported the maximum number of shares of Common Stock that could be received in connection with this transaction.

F4: Represents the purchase price of each share of Preferred Stock.