Simpson Manufacturing Co., Inc. — Director's Dealing 2019

Aug 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Simpson Manufacturing Co., Inc. (SSD)
CIK: 0000920371
Period of Report: 2019-08-21

Reporting Person: Dankel Roger (President, Simpson Strong-Tie)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-21	Common Stock (PRSUs awarded February 1, 2016)	S	302	$64.39	Disposed	5824	Direct
2019-08-21	Common Stock (RSUs awarded February 2, 2015)	S	998	$64.39	Disposed	0	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Performance stock units - 2019	4381	Direct
Performance stock units	3876	Direct
Common Stock	60	Direct
Common Stock (RSUs awarded February 4, 2017)	4423	Direct
Common Stock (PRSUs awarded February 4, 2017)	8859	Direct
Common Stock (RSUs awarded February 1, 2016)	4974	Direct
Common Stock	2013	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted stock units -2019	$0.0		Common Stock (1616.0)	1616	Direct
Restricted stock units	$0.0		Common Stock (1479.0)	1479	Direct

Footnotes

F1: Amount of performance stock units (PSUs) awarded on February 15, 2019. PSUs vest fully on February 15, 2022, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F2: Amount of performance stock units (PSUs) awarded on February 15, 2018. PSUs vest fully on February 15, 2021, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F3: Amount includes 4,423 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 4,423 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F4: Amount includes 8,859 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%). The 8,859 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.

F5: Amount includes 4,974 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 4,974 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

F6: Amount includes 6,126 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 6,126 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.

F7: Amount includes 2,164 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 2,164 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.

F9: Amount of restricted stock units (RSUs) awarded on February 15, 2019 . Twenty percent of RSUs vest on February 15, 2020, forty percent on February 17, 2021 and February 15, 2022. Granted RSUs do not have exercise dates or an expiration date.

F10: Amount of restricted stock units (RSUs) awarded on February 15, 2018. Twenty percent of RSUs vest on February 15, 2019, forty percent on February 17, 2020 and February 15, 2021.Granted RSUs do not have exercise dates or an expiration date.