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

Feb 4, 2014

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: Kingsfather Phillip Terry (President, Simpson Strong-Tie)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock (RSUs awarded February 3, 2014)	A	6854	$32.60	Acquired	6854	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 6, 2013)	7334	Direct
Common Stock (RSUs awarded January 30, 2012)	9519	Direct
Common Stock	11913	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$29.66	2018-02-03	Common Stock (53000)	53000	Direct

Footnotes

F1: Amount includes 6,854 shares of restricted stock units (RSUs) awarded on February 3, 2014. These RSUs vest three quarters on the third anniversary of the award date and one quarter on the fourth anniversary of the award date. The 6,854 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 7,334 shares of restricted stock units (RSUs) awarded on February 6, 2013. These RSUs vest three quarters on the third anniversary of the award date and one quarter on the fourth anniversary of the award date. The 7,334 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: Amount includes 9,519 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 9,519 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

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.