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: Leung Sunny H (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	1801	$43.42	Acquired	1801	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (RSUs awarded February 1, 2016)	967	Direct
Common Stock (RSUs awarded February 2, 2015)	967	Direct
Common Stock (RSUs awarded February 3, 2014)	1447	Direct
Common Stock (RSUs awarded February 6, 2013)	943	Direct
Common Stock	870	Indirect

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 1,801 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 1,801 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 967 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 967 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: Amount includes 967 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 967 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F5: Amount includes 1,447 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 1,447 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F6: Amount includes 943 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 943 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F7: The shares are owned by the Simpson Manufacturing Co., Inc. 401(K) Profit Sharing Plan (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.