RAYONIER INC — Director's Dealing 2014

Feb 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2014-02-04

Reporting Person: HERMAN MICHAEL R (SVP, Gen Counsel & Asst Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-04	Common Shares	M	33945.0000	$20.1800	Acquired	191677.7407	Direct
2014-02-04	Common Shares	F	21500.0000	$43.3623	Disposed	170177.7407	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-04	Employee Stock Option	$20.1800	M	33945.0000	Disposed	2019-01-02	Common Shares (33945.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1899.0060	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $43.25 to $43.60. 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.

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 1/2/2010.