SONOCO PRODUCTS CO — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SONOCO PRODUCTS CO (SON)
CIK: 0000091767
Period of Report: 2016-02-19

Reporting Person: SANDERS MANCIL J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	A	9112.0000	$40.8700	Acquired	37508.0000	Direct
2016-02-19	Common Stock	M	1279.0000	$0.0000	Acquired	38787.0000	Direct
2016-02-19	Common Stock	F	1279.0000	$42.5600	Disposed	37508.0000	Direct
2016-02-19	Common Stock	D	9112.0000	$40.8700	Disposed	28396.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Phantom Stock Units	$0.0000	A	38550.0000	Acquired		Common Stock (38550.0000)	Direct
2016-02-19	Phantom Stock Units	$0.0000	M	1279.0000	Disposed		Common Stock (1279.0000)	Direct

Footnotes

F1: Pursuant to the company's Clawback Policy, the total performance shares awarded were reduced by these shares to repay incentive compensation clawback as a result of the restatement of financial results in 2015.

F2: Each share of phantom stock is the economic equivalent of one share of Sonoco Products Company common stock.

F3: Represents performance shares which have vested but receipt of which has been deferred until six months after termination of service.

F4: Each share of phantom stock is the economic equivalent of one share of Sonoco Products Company common stock. The shares were cashed out to account for withholding taxes.