Simpson Manufacturing Co., Inc. — Director's Dealing 2011

Jun 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (NYSE:SSD)
CIK: 0000920371
Period of Report: 2011-06-01

Reporting Person: SIMPSON BARCLAY (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-01	Common Stock	S	125000	$27.60	Disposed	475000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6704288	Direct
Common Stock	1000000	Indirect
Common Stock	6093	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$32.626	2016-02-03	Common Stock (2000)	2000	Direct

Footnotes

F1: The shares were sold to Simpson Manufacturing Co., Inc. in a private transaction. The price per share equaled the closing price reported by the New York Stock Exchange on June 1, 2011.

F2: The shares are owned by the Simpson PSB Fund, a California nonprofit public benefit corporation (the "Fund"), of which Barclay Simpson is a Director. Barclay Simpson disclaims beneficial ownership of these shares. In addition, the Fund could be deemed a 10% owner of the common stock of the issuer if it were to be deemed part of a group with Barclay Simpson within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Fund and Barclay Simpson disclaim the existence of any such group.

F3: The shares are owned by the Simpson Manufacuturing Co., Inc. Profit Sharing Plan for Salaried Employees (the "Plan") of which Barclay Simpson is a participant. The Plan is qualified under sections 401(a)(26) and 410 of the Internal Revenue Code.

F4: This date represents the date of the first annual vesting period. This option vests equally over four years beginning with the date of grant.