RAYONIER INC — Director's Dealing 2013

Jan 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2013-01-14

Reporting Person: Frazier W. Edwin III (SR VP, CAO & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-14	Common Shares	A	47096.0000	$0.0000	Acquired	168134.0000	Direct
2013-01-14	Common Shares	M	7508.0000	$31.0600	Acquired	175642.0000	Direct
2013-01-14	Common Shares	S	7508.0000	$53.3800	Disposed	168134.0000	Direct
2013-01-14	Common Shares	F	17487.0000	$53.5900	Disposed	150647.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-14	Employee Stock Option	$31.0600	M	7508.0000	Disposed	2018-01-02	Common Shares (7508.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	96410.0000	Indirect
Common Shares	986.6391	Indirect

Footnotes

F1: Paid pursuant to 2010 Contingent Performance Share award.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2012, covering his 2008 stock option grant totaling 30,030 shares (adjusted for the August 24, 2011 stock split).

F3: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F4: This option was previously reported as covering 20,020 shares at an exercise price of $46.59 per share, but was adjusted to reflect the stock split on 8/24/2011.

F5: Vests in one-third installments annually commencing 1/2/2009.