Simpson Manufacturing Co., Inc. — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (NYSE:SSD)
CIK: 0000920371
Period of Report: 2013-02-06

Reporting Person: Colonias Karen Winifred (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-06	Common Stock (RSUs awarded February 6, 2013)	A	14577	$31.96	Acquired	14577	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3567	Direct
Common Stock	3212	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$33.62	2014-02-14	Common Stock (2000)	2000	Direct
Options on Common Stock	$29.66	2018-02-03	Common Stock (50000)	50000	Direct

Footnotes

F1: Amount includes 14,577 shares of restricted stock units (RSUs) awarded on February 6, 2013. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 14,577 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 3,567 shares of restricted stock units (RSUs) awarded on January 30, 2012. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 3,567 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: The shares are owned by the Simpson Manufacuturing 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 monthly vesting period. This option vests equally over 48 months beginning with the date of grant.

F5: This date represents the date of the first annual vesting period. This option vests equally over four years beginning with the date of grant.