WEYERHAEUSER CO — Director's Dealing 2018

May 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2018-05-18

Reporting Person: Lewis Sara Grootwassink (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-18	Share Equilvalents	$0.0000	A	7150.0000	Acquired		Common (7150.0000)	Direct

Footnotes

F1: The reported share equivalents were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer into an equal number of share equivalents 3,850 restricted stock units, representing the equity portion of the annual retainer fee in the amount of $140,000, with the number of units determined by dividing the dollar amount of the fees by $36.355 (average of the high ($36.48) and low ($36.23) price of the Issuer's common stock on the fee payment date). The Reporting Person also elected to defer cash fees of $120,000 by conversion into a number of share equivalents determined by dividing the dollar amount of the fees by $36.355. 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.

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.