Simpson Manufacturing Co., Inc. — Director's Dealing 2014

Mar 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (NYSE:SSD)
CIK: 0000920371
Period of Report: 2014-03-25

Reporting Person: SIMPSON BARCLAY (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-25	Common Stock	G	145000	$35.10	Disposed	6355548	Indirect
2014-03-25	Common Stock	G	145000	$35.10	Acquired	145000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000000	Indirect
Common Stock	6019	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$32.626	2014-04-25	Common Stock (2000)	2000	Direct

Footnotes

F1: The Shares are owned by Barclay Simpson and Sharon H. Simpson, Trustees of the Barclay and Sharon Simpson 2007 Trust, dated May 25, 2007.

F2: The shares are owned by the Simpson PSB Fund, a California nonprofit public benefit corporation, of which Barclay Simpson is a member of the Board of Directors. Barclay Simpson disclaims beneficial ownership of these shares.

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. These stock options became fully vested on Barclay Simpson's retirement.