WEYERHAEUSER CO — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2016-02-19

Reporting Person: HOLLEY RICK R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common	A	375892.0000	—	Acquired	375892.0000	Direct
2016-02-19	Common	A	296760.0000	—	Acquired	672652.0000	Direct
2016-02-19	Common	F	124493.0000	$22.8700	Disposed	548159.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Stock Option (right to buy)	$26.8700	A	224000.0000	Acquired	2018-02-04	Common (224000.0000)	Direct
2016-02-19	Stock Option (right to buy)	$25.2700	A	160000.0000	Acquired	2017-02-05	Common (160000.0000)	Direct
2016-02-19	Stock Option (right to buy)	$25.9700	A	224000.0000	Acquired	2021-02-07	Common (224000.0000)	Direct
2016-02-19	Stock Option (right to buy)	$22.0200	A	224000.0000	Acquired	2020-02-08	Common (224000.0000)	Direct
2016-02-19	Stock Option (right to buy)	$21.1000	A	224000.0000	Acquired	2019-02-09	Common (224000.0000)	Direct

Footnotes

F1: Acquired as of February 19, 2016 pursuant to the Agreement and Plan of Merger between Issuer and Plum Creek Timber Company, Inc. dated as of November 6, 2015 (the "Merger Agreement") whereby each share of Plum Creek Timber Company, Inc. was converted into 1.6 common shares of the Issuer with fractional shares paid in cash. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.

F2: Acquired as of February 19, 2016 pursuant to the Merger Agreement whereby Issuer assumed and converted each Plum Creek restricted stock unit into 1.6 Issuer vested restricted shares, rounded down to the nearest whole share. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.

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

F4: The option is fully vested.

F5: Acquired pursuant to the Merger Agreement whereby each Plum Creek Timber Company, Inc. stock option was assumed and converted into an option to acquire a number of Issuer common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Plum Creek common stock subject to the Plum Creek stock option immediately prior to the completion of the merger and (2) 1.6, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Plum Creek common stock of such Plum Creek stock option immediately prior to the effective time divided by (b) 1.6. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.