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WEYERHAEUSER CO Director's Dealing 2014

Jul 9, 2014

30328_dirs_2014-07-09_5ae35a8c-5952-4a1b-9a70-61017cd836a9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2014-07-07

Reporting Person: Orser Peter M (Subsidiary Pres.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-07-07 Common D 22108.0000 $0.0000 Acquired 105705.0000 Direct
2014-07-07 Common D 18741.0000 $0.0000 Acquired 124446.0000 Direct
2014-07-07 Common D 3007.0000 $0.0000 Disposed 121439.0000 Direct
2014-07-07 Common D 3844.0000 $0.0000 Disposed 117595.0000 Direct
2014-07-07 Common D 6421.0000 $0.0000 Disposed 111174.0000 Direct
2014-07-07 Common D 9311.0000 $0.0000 Disposed 101863.0000 Direct
2014-07-07 Common D 9372.0000 $0.0000 Disposed 92491.0000 Direct
2014-07-07 Common D 11054.0000 $0.0000 Disposed 81437.0000 Direct
2014-07-07 Common D 18741.0000 $0.0000 Disposed 62696.0000 Direct
2014-07-07 Common D 22108.0000 $0.0000 Disposed 40588.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-07-07 Stock Option (right to buy) $20.4150 D 19998.0000 Disposed 2022-02-08 Common (19998.0000) Direct
2014-07-07 Stock Option (right to buy) $24.1600 D 9080.0000 Disposed 2021-02-09 Common (9080.0000) Direct
2014-07-07 Stock Option (right to buy) $30.1600 D 36323.0000 Disposed 2024-02-12 Common (36323.0000) Direct
2014-07-07 Stock Option (right to buy) $30.5400 D 39951.0000 Disposed 2023-02-13 Common (39951.0000) Direct
2014-07-07 Stock Option (right to buy) $30.3890 D 22828.0000 Disposed 2017-02-14 Common (22828.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common 12226.6700 Indirect

Footnotes

F1: These shares were granted on February 12, 2014 subject to vesting based on the reporting person's continued service with the issuer and the issuer's achievement of certain pre-determined performance conditions. These shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, as described in footnote 4 below.

F2: These shares were granted on February 13, 2013 subject to vesting based on the reporting person's continued service with the issuer and the issuer's achievement of certain pre-determined performance conditions. These shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, as described in footnote 4 below.

F3: These shares were granted pursuant to a restricted stock unit award and include accrued and reinvested dividends. Shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for restricted stock unit awards granted by Weyerhaeuser Real Estate Company.

F4: These shares were granted pursuant to a performance share unit award and include accrued and reinvested dividends. Shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for restricted stock unit awards granted by Weyerhaeuser Real Estate Company.

F5: The option vests 25% each year from the grant date.

F6: These options were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for an option to purchase shares of Weyerhaeuser Real Estate Company common stock.