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: Mackenzie Jeffrey Eric (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-04	Common Stock (RSUs awarded February 4, 2017)	A	967	$43.42	Acquired	967	Direct
2017-02-04	Common Stock (PRSUs awarded February 4, 2017)	A	2578	$43.42	Acquired	2578	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 1, 2016)	998	Direct
Common Stock (PRSUs awarded February 1, 2016)	1894	Direct
Common Stock (RSUs awarded February 2, 2015)	1090	Direct
Common Stock (RSUs awarded Febuary 3, 2014)	969	Direct
Common Stock (RSUs awarded February 6, 2013)	3625	Direct
Common Stock	4	Direct

Footnotes

F1: Amount includes 967 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 967 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 2,578 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 2,578 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 998 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 998 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: Amount includes 1,894 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 1,894 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 1,090 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 1,090 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F6: Amount includes 969 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 969 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F7: Amount includes 3,625 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 3,625 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.