RAYONIER INC — Director's Dealing 2020

May 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2020-05-13

Reporting Person: NUNES DAVID L (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-13	Common Shares	P	33	$21.74	Acquired	633	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-13	Limited Partnership Units of Rayonier, L.P.	$	A	243900	Acquired		Common Shares (243900.0)	Direct
2020-05-13	Limited Partnership Units of Rayonier, L.P.	$	A	3929	Acquired		Common Shares (3929.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	392986	Direct
Common Shares	7000	Indirect
Common Shares	467.4981	Indirect

Footnotes

F1: The limited partnership units of Rayonier, L.P. ("ROP") are exchangable for common shares of Rayonier Inc. ("Rayonier") on a one-for-one basis. Subject to certain limitations, these limited partnership units are immediately exercisable and have no expiration date.

F2: 2. On May 8, 2020 (the "Effective Date"), the transactions contemplated by the Agreement and Plan of Merger, dated as of January 14, 2020, by and among Rayonier, Rayonier Operating Company LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership ("Pope"), Pope MGP, Inc. and Pope EGP, Inc., as amended by Amendment No. 1, dated as of April 1, 2020 (the "Merger Agreement"), filed with the Securities and Exchange Commission as Exhibit 2.1 to Rayonier's Current Report on Form 8-K on January 15, 2020 and Exhibit 2.1 to Rayonier's Current Report on Form 8-K filed April 2, 2020, were completed.

F3: In the merger, each Pope limited partnership unit was entitled to receive at the election of the unitholder either (i) limited partnership units of ROP or (2) a combination of cash and limited partnership units of ROP. As described in the Merger Agreement, the limited partnership units of ROP were determined and calculated with respect to the reporting person on May 13, 2020 and were received by the reporting person on such date in exchange for units of Pope Resources as the non-cash consideration component of the merger consideration set forth in the Merger Agreement. On the Effective Date, the closing price of Rayonier's common shares was $25.18 per share and the closing price of Pope's limited partnership units was $98.00 per unit.