WEYERHAEUSER CO — Director's Dealing 2016

Jul 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2016-07-25

Reporting Person: HOLLEY RICK R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-25	Common	M	142418.0000	$25.2700	Acquired	696488.0000	Direct
2016-07-25	Common	M	142324.0000	$26.8700	Acquired	838812.0000	Direct
2016-07-25	Common	M	142215.0000	$21.1000	Acquired	981027.0000	Direct
2016-07-25	Common	S	142215.0000	$32.5123	Disposed	838812.0000	Direct
2016-07-25	Common	S	142324.0000	$32.5125	Disposed	696488.0000	Direct
2016-07-25	Common	S	142418.0000	$32.5122	Disposed	554070.0000	Direct
2016-07-26	Common	M	81785.0000	$21.1000	Acquired	635855.0000	Direct
2016-07-26	Common	M	81676.0000	$26.8700	Acquired	717531.0000	Direct
2016-07-26	Common	M	17582.0000	$25.2700	Acquired	735113.0000	Direct
2016-07-26	Common	S	17582.0000	$32.6467	Disposed	717531.0000	Direct
2016-07-26	Common	S	81676.0000	$32.6386	Disposed	635855.0000	Direct
2016-07-26	Common	S	81785.0000	$32.6381	Disposed	554070.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-25	Stock Option (right to buy)	$26.8700	M	142324.0000	Disposed	2018-02-04	Common (142324.0000)	Direct
2016-07-25	Stock Option (right to buy)	$25.2700	M	142418.0000	Disposed	2017-02-05	Common (142418.0000)	Direct
2016-07-25	Stock Option (right to buy)	$21.1000	M	142215.0000	Disposed	2019-02-09	Common (142215.0000)	Direct
2016-07-26	Stock Option (right to buy)	$26.8700	M	81676.0000	Disposed	2018-02-04	Common (81676.0000)	Direct
2016-07-26	Stock Option (right to buy)	$25.2700	M	17582.0000	Disposed	2017-02-05	Common (17582.0000)	Direct
2016-07-26	Stock Option (right to buy)	$21.1000	M	81785.0000	Disposed	2019-02-09	Common (81785.0000)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in May 2016.

F2: The sales of common stock reported in this Form 4 were executed through several individual broker transactions. All sales occurred within a one dollar price range. The reported price is a weighted average sale price; the prices actually paid ranged from $32.5000 to $32.6000 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

F3: The sales of common stock reported in this Form 4 were executed through several individual broker transactions. All sales occurred within a one dollar price range. The reported price is a weighted average sale price; the prices actually paid ranged from $32.5000 to $32.7400 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

F4: The sales of common stock reported in this Form 4 were executed through several individual broker transactions. All sales occurred within a one dollar price range. The reported price is a weighted average sale price; the prices actually paid ranged from $32.5000 to $32.7900 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

F5: The option is fully vested.