RAYONIER INC — Director's Dealing 2012

Aug 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2012-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Shares	M	5000.0000	$27.3600	Acquired	214133.3531	Direct
2012-08-01	Common Shares	S	5000.0000	$47.7400	Disposed	209133.3531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Employee Stock Option	$27.3600	M	5000.0000	Disposed	2017-01-03	Common Shares (5000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1200.0000	Indirect
Common Shares	9713.6731	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 June 19, 2012, covering his 2007 stock option grant totaling 22,050 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.