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

Jan 27, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (SSD)
CIK: 0000920371
Period of Report: 2010-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-19	Common Stock	G	2400000	—	Disposed	7029288	Direct
2010-10-19	Common Stock	G	2400000	—	Acquired	2400000	Indirect
2010-12-01	Common Stock	G	1400000	—	Disposed	1000000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	275000	Indirect
Common Stock	6449	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$44.79	2011-01-26	Common Stock (1000)	1000	Direct

Footnotes

F1: On October 19, 2010, Barclay Simpson transferred 2,400,000 shares to Sharon H. Simpson, his wife, as sole and seperate property. On December 1, 2010, 1,400,000 of these shares were placed into The Sharon H. Simpson Irrevocable Grantor Trust Dated December 1, 2010. Barclay Simpson disclaims beneficial ownership of these shares.

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 deemed part of a group with Barclay Simpson whithin 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 Manufacturing Co., Inc. Profit Sharing Plan for Salaried Employees (the "Plan") of which the reporting person 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 vested equally over four years beginning with the date of grant. This grant expired, unexercised, on January 26, 2011.