WEYERHAEUSER CO — Director's Dealing 2016

Feb 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2016-02-09

Reporting Person: Hunter Rhonda D (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Common	A	16782.0000	$0.0000	Acquired	53349.0000	Direct
2016-02-09	Common	A	14687.0000	$0.0000	Acquired	68036.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	Share Equilvalents	$0.0000	A	15686.0000	Acquired		Common (15686.0000)	Direct
2016-02-09	Stock Option (right to buy)	$23.0900	A	128099.0000	Acquired	2026-02-09	Common (128099.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	649.0000	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: Each common share equivalent represents the right to receive the cash value of one share of common stock of the company.

F4: 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.

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