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^*

NUNES DAVID L

(Last)

(First)

(Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT

32034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYONIER INC [ RYN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2020

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 Shares	05/13/2020		P		33	A	$21.74	633	I	By UGMA Custodian for Child
Common Shares								392,986	D
Common Shares								7,000	I	Geoffrey C. Nunes Trust FBO David L. Nunes UA October 29, 2019 David L. Nunes, trustee
Common Shares								467.4981	I	In Trust

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)
Limited Partnership Units of Rayonier, L.P.	⁽¹⁾	05/13/2020		A		243,900		⁽¹⁾	⁽¹⁾	Common Shares	243,900	$0⁽²⁾⁽³⁾	243,900	D
Limited Partnership Units of Rayonier, L.P.	⁽¹⁾	05/13/2020		A		3,929		⁽¹⁾	⁽¹⁾	Common Shares	3,929	$0⁽²⁾⁽³⁾	3,929	I	By UGMA Custodian for Child

Explanation of Responses:

1. The limited partnership units of Rayonier, L.P. ("ROP") are exchangable for common shares of Rayonier Inc. ("Rayonier") on a one-for-one basis. Subject to certain limitations, these limited partnership units are immediately exercisable and have no expiration date.

2. 2. On May 8, 2020 (the "Effective Date"), the transactions contemplated by the Agreement and Plan of Merger, dated as of January 14, 2020, by and among Rayonier, Rayonier Operating Company LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership ("Pope"), Pope MGP, Inc. and Pope EGP, Inc., as amended by Amendment No. 1, dated as of April 1, 2020 (the "Merger Agreement"), filed with the Securities and Exchange Commission as Exhibit 2.1 to Rayonier's Current Report on Form 8-K on January 15, 2020 and Exhibit 2.1 to Rayonier's Current Report on Form 8-K filed April 2, 2020, were completed.

3. In the merger, each Pope limited partnership unit was entitled to receive at the election of the unitholder either (i) limited partnership units of ROP or (2) a combination of cash and limited partnership units of ROP. As described in the Merger Agreement, the limited partnership units of ROP were determined and calculated with respect to the reporting person on May 13, 2020 and were received by the reporting person on such date in exchange for units of Pope Resources as the non-cash consideration component of the merger consideration set forth in the Merger Agreement. On the Effective Date, the closing price of Rayonier's common shares was $25.18 per share and the closing price of Pope's limited partnership units was $98.00 per unit.

Remarks:

	Cynthia L. Jones	05/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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