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^*

Hagen Russell S

(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)
	Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2016

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	02/19/2016		A		43,763	A	$0⁽¹⁾	43,763	D
Common	02/19/2016		A		36,400	A	$0⁽²⁾	80,163	D

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)	$26.87	02/19/2016		A		8,000		⁽³⁾	02/04/2018	Common	8,000	⁽⁴⁾	8,000	D
Stock Option (right to buy)	$25.27	02/19/2016		A		9,600		⁽³⁾	02/05/2017	Common	9,600	⁽⁴⁾	9,600	D
Stock Option (right to buy)	$25.97	02/19/2016		A		24,000		⁽³⁾	02/07/2021	Common	24,000	⁽⁴⁾	24,000	D
Stock Option (right to buy)	$22.02	02/19/2016		A		20,800		⁽³⁾	02/08/2020	Common	20,800	⁽⁴⁾	20,800	D
Stock Option (right to buy)	$21.1	02/19/2016		A		8,000		⁽³⁾	02/09/2019	Common	8,000	⁽⁴⁾	8,000	D

Explanation of Responses:

1. Acquired as of February 19, 2016 pursuant to the Agreement and Plan of Merger between Issuer and Plum Creek Timber Company, Inc. dated as of November 6, 2015 (the "Merger Agreement") whereby each share of Plum Creek Timber Company, Inc. was converted into 1.6 common shares of the Issuer with fractional shares paid in cash. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.

2. Acquired as of February 19, 2016 pursuant to the Merger Agreement whereby Issuer assumed and converted each Plum Creek restricted stock unit (Plum Creek RSU) into 1.6 Issuer restricted stock units, rounded down to the nearest whole RSU, on the same terms and conditions as the Plum Creek RSUs. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.

3. The option is fully vested.

4. Acquired pursuant to the Merger Agreement whereby each Plum Creek Timber Company, Inc. stock option was assumed and converted into an option to acquire a number of Issuer common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Plum Creek common stock subject to the Plum Creek stock option immediately prior to the completion of the merger and (2) 1.6, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Plum Creek common stock of such Plum Creek stock option immediately prior to the effective time divided by (b) 1.6. The closing price of the Issuer's common shares on February 19, 2016 was $22.87.

	/s/ Jacqueline W. Hawn, Attorney-in-fact	02/23/2016
	** 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).
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