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 WA 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)
07/07/2014
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)
Code V Amount (A) or (D) Price
Common 07/07/2014 D 22,108(1) A $0.0000 105,705 D
Common 07/07/2014 D 18,741(2) A $0.0000 124,446 D
Common 07/07/2014 D 3,007 D $0.0000(3) 121,439 D
Common 07/07/2014 D 3,844 D $0.0000(4) 117,595 D
Common 07/07/2014 D 6,421 D $0.0000(3) 111,174 D
Common 07/07/2014 D 9,311 D $0.0000(4) 101,863 D
Common 07/07/2014 D 9,372 D $0.0000(3) 92,491 D
Common 07/07/2014 D 11,054 D $0.0000(3) 81,437 D
Common 07/07/2014 D 18,741 D $0.0000(4) 62,696 D
Common 07/07/2014 D 22,108 D $0.0000(4) 40,588 D
Common 12,226.67 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $20.415 07/07/2014 D 19,998 02/08/2013(5) 02/08/2022 Common 19,998 $0.0000(6) 0.0000 D
Stock Option (right to buy) $24.16 07/07/2014 D 9,080 02/10/2012(5) 02/09/2021 Common 9,080 $0.0000(6) 0.0000 D
Stock Option (right to buy) $30.16 07/07/2014 D 36,323 02/12/2015(5) 02/12/2024 Common 36,323 $0.0000(6) 0.0000 D
Stock Option (right to buy) $30.54 07/07/2014 D 39,951 02/13/2014(5) 02/13/2023 Common 39,951 $0.0000(6) 0.0000 D
Stock Option (right to buy) $30.389 07/07/2014 D 22,828 02/15/2008(5) 02/14/2017 Common 22,828 $0.0000(6) 0.0000 D
Explanation of Responses:
1. These shares were granted on February 12, 2014 subject to vesting based on the reporting person's continued service with the issuer and the issuer's achievement of certain pre-determined performance conditions. These shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, as described in footnote 4 below.
2. These shares were granted on February 13, 2013 subject to vesting based on the reporting person's continued service with the issuer and the issuer's achievement of certain pre-determined performance conditions. These shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, as described in footnote 4 below.
3. These shares were granted pursuant to a restricted stock unit award and include accrued and reinvested dividends. Shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for restricted stock unit awards granted by Weyerhaeuser Real Estate Company.
4. These shares were granted pursuant to a performance share unit award and include accrued and reinvested dividends. Shares were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for restricted stock unit awards granted by Weyerhaeuser Real Estate Company.
5. The option vests 25% each year from the grant date.
6. These options were disposed of pursuant to a transaction agreement between issuer and TRI Pointe Homes, Inc. in exchange for an option to purchase shares of Weyerhaeuser Real Estate Company common stock.
/s/ Jacqueline W. Hawn, Attorney-in-fact 07/09/2014
** 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).
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