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RAYONIER INC Director's Dealing 2011

Dec 22, 2011

31153_dirs_2011-12-22_5f5df1a3-efa8-4462-9b29-969de5d01b4e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2011-12-20

Reporting Person: MARGIOTTA CHARLES (SR VP, REAL ESTATE)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-04 Common Shares G 400.0000 $0.0000 Disposed 121260.2354 Direct
2011-03-04 Common Shares G 400.0000 $0.0000 Disposed 120860.2354 Direct
2011-12-20 Common Shares M 21600.0000 $27.5600 Acquired 202890.3531 Direct
2011-12-20 Common Shares S 21600.0000 $42.1354 Disposed 181290.3531 Direct
2011-03-04 Common Shares G 400.0000 $0.0000 Acquired 600.0000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-12-20 Employee Stock Option $27.5600 M 21600.0000 Disposed 2016-01-03 Common Shares (21600.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 9451.5963 Indirect

Footnotes

F1: This transaction involved a gift of securities by the reporting person to his son, who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F2: This transaction was executed in multiple trades at prices ranging from $42.005 to $42.35. The price reported above reflects the weighted average sale price. Upon written request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price is available.

F3: Includes 880.8531 shares acquired under the Rayonier Dividend Reinvestment Plan and was adjusted to reflect a 3-for-2 stock split effective 8/24/2011.

F4: Adjusted to reflect a 3-for-2 stock split effective 8/24/2011.

F5: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F6: This option was previously reported as covering 14, 400 shares at an exercise price of $41.34 per share, but was adjusted to reflect the stock split on 8/24/2011.

F7: The option vests in three equal annual installments beginning on 1/3/07.