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: HILLMAN JEANNE M (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common	A	5194.0000	$0.0000	Acquired	40603.0000	Direct
2015-02-12	Common	A	3266.0000	$0.0000	Acquired	43869.0000	Direct
2015-02-12	Common	F	272.0000	$35.1000	Disposed	43597.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Share Equilvalents	$0.0000	A	6469.0000	Acquired		Common (6469.0000)	Direct
2015-02-12	Stock Option (right to buy)	$35.4050	A	19216.0000	Acquired	2025-02-12	Common (19216.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	29333.9310	Indirect

Footnotes

F1: 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.

F2: These shares were granted pursuant to a restricted stock unit award that vests 25% each year from the grant date.

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

F4: Each common share equivalent represents the right to receive the cash value of one share of common stock of the company.

F5: The common share equivalents were acquired pursuant to deferred compensation plans and are to be settled 100% in cash after the reporting person's termination of employment.

F6: Reported holdings include shares acquired in dividend reinvestment transactions.

F7: The option vests 25% each year from the grant date.