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: Slater Catherine I (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-09	Common	A	21654.0000	$0.0000	Acquired	54116.0000	Direct
2016-02-09	Common	A	16782.0000	$0.0000	Acquired	70898.0000	Direct
2016-02-09	Common	A	13443.0000	$0.0000	Acquired	84341.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-09	Share Equilvalents	$0.0000	A	31694.0000	Acquired		Common (31694.0000)	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	6026.8600	Indirect

Footnotes

F1: These shares were granted pursuant to a restricted stock unit award that vests 25% each year from the grant date. Vesting of the entire award will accelerate upon the occurence of specified events relating to the previously announced strategic alternatives review of the Cellulose Fibers business.

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

F3: 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.

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