SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Orser Peter M

(Last)

(First)

(Middle)

P. O. BOX 9777

(Street)

FEDERAL WAY

98063-9777

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Subsidiary Pres.

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	06/05/2014		M		27,240	A	$24.16	94,817	D
Common	06/05/2014		M		19,998	A	$20.415	114,815	D
Common	06/05/2014		M		14,996	A	$14.803	129,811	D
Common	06/05/2014		M		4,180	A	$9.528	133,991	D
Common	06/05/2014		S		52,000	D	$31.2999⁽¹⁾	81,991	D
Common								12,226.67⁽²⁾	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$20.415	06/05/2014		M			19,998	02/08/2013⁽³⁾	02/08/2022	Common	19,998	$0.0000	19,998	D
Stock Option (right to buy)	$24.16	06/05/2014		M			27,240	02/10/2012⁽³⁾	02/09/2021	Common	27,240	$0.0000	9,080	D
Stock Option (right to buy)	$14.803	06/05/2014		M			14,996	02/11/2011⁽³⁾	02/10/2020	Common	14,996	$0.0000	0.0000	D
Stock Option (right to buy)	$9.528	06/05/2014		M			4,180	02/19/2010⁽³⁾	02/18/2019	Common	4,180	$0.0000	0.0000	D

Explanation of Responses:

1. The price shown is a weighted average purchase price, the price actually paid ranged from $31.2600 to $31.3100 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff upon request, information regarding the number of shares purchased at each price within the range.

2. Reported holdings include shares acquired in dividend reinvestment transactions.

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

	/s/ Jacqueline W. Hawn, Attorney-in-fact	06/06/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.