TrueBlue, Inc. — Director's Dealing 2013

Feb 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TrueBlue, Inc. (TBI)
CIK: 0000768899
Period of Report: 2013-02-08

Reporting Person: DEFEBAUGH JAMES E (EVP, General Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-08	Common Stock	M	24820	$14.85	Acquired	66787	Direct
2013-02-08	Common Stock	S	24820	$18.43	Disposed	41967	Direct
2013-02-08	Common Stock	A	7913	—	Acquired	49880	Direct
2013-02-08	Common Stock	A	15453	—	Acquired	65333	Direct
2013-02-08	Common Stock	F	4195	$18.41	Disposed	61138	Direct
2013-02-10	Common Stock	F	1167	$18.41	Disposed	59971	Direct
2013-02-11	Common Stock	F	956	$18.38	Disposed	59015	Direct
2013-02-11	Common Stock	S	5000	$18.16	Disposed	54015	Direct
2013-02-11	Common Stock	M	11014	$9.08	Acquired	65029	Direct
2013-02-11	Common Stock	S	11014	$18.25	Disposed	54015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-08	Options (Right to Buy)	$14.85	M	24820	Disposed	2015-02-01	Common Stock (24820)	Direct
2013-02-11	Options (Right to Buy)	$9.08	M	11014	Disposed	2016-02-09	Common Stock (11014)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3777	Indirect

Footnotes

F1: This total includes approximately 6,001 shares acquired pursuant to the Employee Stock Purchase Plan.

F2: This transaction was executed in multiple trades at prices ranging from $18.41 to $18.47. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer the detailed information regarding the number of shares sold at each separate price.

F3: The shares acquired represent a grant of restricted stock that will vest over a 3-year period in equal annual installments.

F4: On February 5, 2010, the reporting person was granted Performance Share Units representing an indeterminate number of shares of Issuer's common stock which were contingent upon the meeting of certain company performance criteria. The performance criteria were met as of December 28, 2012 resulting in the vesting of the Performance Share Units into shares of the Issuer's common stock on February 8, 2013.

F5: This transaction was executed in multiple trades at prices ranging from $18.18 to $18.31. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer the detailed information regarding the number of shares sold at each separate price.

F6: Options subject to this grant fully vested on the third anniversary of the grant date.