WEYERHAEUSER CO — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEYERHAEUSER CO (WY)
CIK: 0000106535
Period of Report: 2019-02-01

Reporting Person: Hagen Russell S (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-01	Common	M	8000.0000	$21.1000	Acquired	132459.0000	Direct
2019-02-01	Common	S	8000.0000	$26.3158	Disposed	124459.0000	Direct
2019-02-03	Common	F	2061.0000	$26.7500	Disposed	122398.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-01	Stock Option (right to buy)	$21.1000	M	8000.0000	Disposed	2019-02-09	Common (8000.0000)	Direct

Footnotes

F1: 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.

F2: The sales of common stock were executed through several individual broker transactions. All sales occurred within a one dollar price range. The reported sale price is a weighted average sale price; the actual sale prices ranged from $26.0700 to $26.6400 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adpted by the Reporting Person in November 2018.

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

F4: The option vests 25% each year from the grant date and is fully vested.