WEYERHAEUSER CO — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2015-02-12

Reporting Person: Merle Denise M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common	A	4589.0000	$0.0000	Acquired	20493.0000	Direct
2015-02-12	Common	A	2407.0000	$0.0000	Acquired	22900.0000	Direct
2015-02-12	Common	F	152.0000	$35.1000	Disposed	22748.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Stock Option (right to buy)	$35.4050	A	26997.0000	Acquired	2025-02-12	Common (26997.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	135.4350	Indirect

Footnotes

F1: These shares were granted pursuant to a restricted stock unit award that vests 25% each year from the grant date.

F2: These shares were granted pursuant to a performance share unit award that was earned based on the achievement of specified performance goals. Once earned, the performance share units vested 50% on the second anniversary of grant and then 25% each year thereafter. Reported shares include accrued and reinvested dividends.

F3: These shares are being withheld to cover taxes for a restricted stock unit vesting.

F4: The option vests 25% each year from the grant date.