RAYONIER ADVANCED MATERIALS INC. — Director's Dealing 2020

Feb 14, 2020

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: RAYONIER ADVANCED MATERIALS INC. (RYAM)
CIK: 0001597672
Period of Report: 2019-12-31

Reporting Person: Posze James L Jr (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-07	Common Stock	G	10000.0000	$0.0000	Disposed	98094.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-07	8.00% Series A Mandatory Convertible Preferred Stock	$	G	250.0000	Disposed	2019-08-15	Common Stock (1936.4750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	878.6742	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). If the average market value of the Common Stock during the period of time indicated in note (1) prior to the mandatory conversion date were $12.63 per share (the closing price of the Common Stock on August 8, 2016), each share of Preferred Stock would convert into 7.7459 shares of Common Stock on the mandatory conversion date, subject to certain adjustments set forth in the Certificate.