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: Colonias Karen Winifred (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-04	Common Stock (RSUs awarded February 4, 2017)	A	15467	$43.42	Acquired	15467	Direct
2017-02-04	Common Stock (PRSUs awarded February 4, 2017)	A	22284	$43.42	Acquired	22284	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 1, 2016)	17010	Direct
Common Stock (PRSUs awarded February 1, 2016)	20944	Direct
Common Stock (RSUs awarded February 2, 2015)	12851	Direct
Common Stock (RSUs awarded February 3, 2014)	13708	Direct
Common Stock (RSUs awarded February 6, 2013)	14577	Direct
Common Stock (RSUs awarded January 30, 2012)	3765	Direct
Common Stock	3372	Indirect

Footnotes

F1: Amount includes 15,467 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 15,467 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount includes 22,284 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 22,284 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 17,010 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 17,010 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: Amount includes 20,944 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 20,944 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 12,851 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 12,851 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F6: Amount includes 13,708 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 13,708 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F7: Amount includes 14,577 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 14,577 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 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.