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^*

REED THOMAS M

(Last)

(First)

(Middle)

999 THIRD AVENUE., SUITE 4300

(Street)

SEATTLE

98104

(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)
	VP Southern Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2012

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	11/14/2012		M		800	A	$21.91	30,154.32⁽¹⁾	D
Common Stock	11/14/2012		S⁽²⁾		800	D	$42.1163⁽³⁾	29,354.32	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 (2003 SIP)	$21.91	11/14/2012		M			800	⁽⁴⁾	01/28/2013	Common Stock	800	$0	4,200	D
Stock Option (2004 SIP)	$30.91							⁽⁴⁾	02/02/2014	Common Stock	5,500		5,500	D
Stock Option (2005 SIP)	$37.49							⁽⁴⁾	02/09/2015	Common Stock	5,500		5,500	D
Stock Option (2006 SIP)	$35.74							⁽⁴⁾	02/03/2016	Common Stock	6,000		6,000	D
Stock Option (2007 SIP)	$40.42							⁽⁴⁾	02/05/2017	Common Stock	8,000		8,000	D
Stock Option (2008 SIP)	$42.98							⁽⁴⁾	02/04/2018	Common Stock	12,000		12,000	D
Stock Option (2009 SIP)	$33.75							⁽⁴⁾	02/09/2019	Common Stock	12,000		12,000	D
Stock Option (2010 SIP)	$35.22							⁽⁴⁾	02/08/2020	Common Stock	15,000		15,000	D
Stock Option (2011 SIP)	$41.55							⁽⁴⁾	02/07/2021	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Includes shares of common stock acquired since the Reporting Person's last filing on Form 4 in transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 11/9/2012.

3. The sales of common stock reported in this Form 4 were executed through several individual broker transactions and are being disclosed in Table I on an aggregated basis. All sale transactions occurred within a one dollar price range and the reported sale price of $42.1163 represents the weighted average sale price for the aggregated sale transactions reported herein. The range of sale prices for the sale of 800 shares was $42.02 to $42.31. The Reporting Person hereby undertakes to provide the SEC Staff, the Issuer or any security holder of the Issuer with full information regarding the number of shares of common stock sold by the Reporting Person at each separate price upon request.

4. The option granted under the Plum Creek Stock Incentive Plan 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 Thomas M. Reed	11/15/2012
	** 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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