WEYERHAEUSER CO — Director's Dealing 2017

May 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2017-05-19

Reporting Person: WILLIAMSON CHARLES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-19	Common	A	4250.0000	$0.0000	Acquired	31800.6800	Direct
2017-05-20	Common	F	61.0000	$33.0200	Disposed	31739.6800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-19	Share Equilvalents	$0.0000	A	3642.0000	Acquired		Common (3642.0000)	Direct

Footnotes

F1: These shares were granted pursuant to a restricted stock unit award that vests 100% after one year.

F2: Reported holdings include shares acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.

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

F4: The share equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of cash fees by conversion into a number of share equivalents equal to the cash fees payable to the Reporting Person divided by the average of the high and low market price of the Issuer's common stock on the fee payment date. Additional share equivalents accrue as and when dividends are paid on the Issuer's common stock. Share equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director.