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^*

LAMBERT DAVID W

(Last)

(First)

(Middle)

999 THIRD AVE, STE 4300

(Street)

SEATTLE

98104-4096

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PLUM CREEK TIMBER CO INC [ PCL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2012

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 Stock	05/08/2012		A		6,200⁽¹⁾	A	$0	33,115	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 (2004 SIP)	$30.91							⁽²⁾	02/02/2014	Common Stock	10,000		10,000	D
Stock Option (2005 SIP)	$37.49							⁽²⁾	02/09/2015	Common Stock	10,000		10,000	D
Stock Option (2006 SIP)	$35.74							⁽²⁾	02/03/2016	Common Stock	10,000		10,000	D
Stock Option (2007 SIP)	$40.42							⁽²⁾	02/05/2017	Common Stock	25,000		25,000	D
Stock Option (2008 SIP)	$42.98							⁽²⁾	02/04/2018	Common Stock	25,000		25,000	D
Stock Option (2009 SIP)	$33.75							⁽²⁾	02/09/2019	Common Stock	25,000		25,000	D
Stock Option (2010 SIP)	$35.22							⁽²⁾	02/08/2020	Common Stock	25,000		25,000	D
Stock Option (2011 SIP)	$41.55							⁽²⁾	02/07/2021	Common Stock	30,000		30,000	D

Explanation of Responses:

1. Represents Restricted Stock Units (RSUs) granted under the 2012 Plum Creek Stock Incentive Plan (Stock Plan). These RSUs were granted to the Reporting Person on February 6, 2012 contingent upon stockholder approval of the Stock Plan at the Issuer's 2012 annual stockholder meeting on May 8, 2012. On May 8, 2012, the stockholders approved the Stock Plan. The RSUs vest annually over a four-year period in equal installments. Upon vesting, the RSUs are paid to the Reporting Person in an equal number of shares of the Issuer's common stock. During the vesting period, the Reporting Person is entitled to receive cash payments equal to the amount of any dividend declared and paid on the Issuer's common stock multiplied by the number of RSUs then held by the Reporting Person.

2. The option provides the right to purchase common stock at the fair market value thereof on the date of grant and becomes exercisable after vesting. The option vests in four equal annual installments beginning one year after the date of grant.

	/s/ Jose J. Quintana, Power of Attorney for David W. Lambert	05/10/2012
	** 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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