Simpson Manufacturing Co., Inc. — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SIMPSON MANUFACTURING CO INC /CA/ (SSD)
CIK: 0000920371
Period of Report: 2017-02-04

Reporting Person: Magstadt Brian J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-04	Common Stock (RSUs awarded February 4, 2017)	A	6372	$43.42	Acquired	6372	Direct
2017-02-04	Common Stock (PRSUs awarded February 4, 2017)	A	12763	$43.42	Acquired	12763	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 1, 2016)	7104	Direct
Common Stock (PRSUs awarded February 1, 2016)	8750	Direct
Common Stock (RSUs awarded February 2, 2015)	5313	Direct
Common Stock (RSUs awarded February 3, 2014)	5681	Direct
Common Stock (RSUs awarded February 6, 2013)	3281	Direct
Common Stock (RSUs awarded January 30, 2012)	1450	Direct
Common Stock	1008	Direct
Common Stock	398	Indirect

Footnotes

F1: Amount includes 6,372 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest one fourth on February 15, 2017, February 15, 2018, February 15, 2019, and February 15, 2020. The 6,372 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 12,763 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest fully on February 15, 2020, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%) versus the Company's peer group median. The 12,763 shares assume that the number of shares that vest are based on targeted performance and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: Amount includes 7,104 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 7,104 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: Amount includes 8,750 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest fully on the third anniversary of the award date subject to the Company's relative performance versus the S&P Smallcap 600 Index. The 8,750 shares assume that the maximum number of shares will vest, based on performance at the highest level, and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F5: Amount includes 5,313 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 5,313 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F6: Amount includes 5,681 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest three fourths on the third anniversary of the award date and one fourth 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.

F7: Amount includes 3,281 shares of restricted stock units (RSUs) awarded on February 6, 2013. RSUs vest three fourths on the third anniversary of the award date and one fourth 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.

F8: The shares are owned by the Simpson Manuafacturing Co., Inc. Profit Sharing Plan for Salaried Employees (the "Plan") of which the reporting person is a participant. The Plan qualifies under sections 401(a)(26) and 410 of the Internal Revenue Code.