RAYONIER INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2012-09-04

Reporting Person: VANDENNOORT HANS E (SR VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-04	Common Shares	M	4612.0000	$27.3600	Acquired	182353.5000	Direct
2012-09-04	Common Shares	S	4612.0000	$48.7000	Disposed	177741.5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Employee Stock Option	$27.3600	M	4612.0000	Disposed	2017-01-03	Common Shares (4612.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	7124.3091	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 27, 2012, covering his 2007 stock option grant totaling 18,450 shares (adjusted for the August 24, 2011 stock split).

F2: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F3: The option vests in three equal annual installments beginning on 1/3/08.