RAYONIER INC — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2013-01-02

Reporting Person: BOYNTON PAUL G (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Shares	M	6450.0000	$27.3600	Acquired	175308.5000	Direct
2013-01-02	Common Shares	S	6450.0000	$52.2600	Disposed	168858.5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Employee Stock Option	$27.3600	M	6450.0000	Disposed	2017-01-03	Common Shares (6450.0000)	Direct
2013-01-02	Employee Stock Option	$52.6300	A	42860.0000	Acquired	2023-01-02	Common Shares (42860.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	97429.0000	Indirect
Common Shares	2390.0000	Indirect
Common Shares	10328.2401	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 November 19, 2012, covering his 2007 stock option grant totaling 25,800 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: Vests in one-third installments annually commencing 1/2/2014.