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: Magstadt Brian J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock (RSUs awarded February 3, 2014)	A	5681	$32.60	Acquired	5681	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 6, 2013)	3281	Direct
Common Stock (RSUs awarded January 30, 2012)	1449	Direct
Common Stock	1008	Direct
Common Stock	385	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options on Common Stock	$29.66	2018-02-03	Options on Common Stock (12000)	12000	Direct

Footnotes

F1: Amount includes 5,681 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 5,681 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 3,281 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 3,281 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: Amount includes 1,449 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 1,449 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 date of the first monthly vesting period. This option vests equally over 48 months beginning with the date of grant.