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

Feb 4, 2014

30748_dirs_2014-02-04_87e6ef6f-9d0b-4fbd-bf44-02f090852468.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (NYSE:SSD)
CIK: 0000920371
Period of Report: 2014-02-03

Reporting Person: FITZMYERS THOMAS J (Director, Chairman of the Board)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-03 Common Stock (RSUs awarded February 3, 2014) A 2423 $32.60 Acquired 2423 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (RSUs awarded February 6, 2013) 2173 Direct
Common Stock (RSUs awarded January 30, 2012) 2918 Direct
Common Stock 100004 Direct
Common Stock 6067 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options on Common Stock $29.66 2018-02-03 Common Stock (18000) 18000 Direct

Footnotes

F1: Amount includes 2,423 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 2,423 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 2,173 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 2,173 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: Amount includes 2,918 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 2,918 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: 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.

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