| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock | 11/23/2012 | M | 74,122 | A | $30.91 | 293,360 | D | |||
| Common Stock | 11/23/2012 | S(1) | 74,122 | D | $42.0059(2) | 219,238 | D | |||
| Common Stock | 11/26/2012 | M | 12,500 | A | $30.91 | 231,738 | D | |||
| Common Stock | 11/26/2012 | S(1) | 12,500 | D | $42.2275(2) | 219,238 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 (2004 SIP) | $30.91 | 11/23/2012 | M | 74,122 | (3) | 02/02/2014 | Common Stock | 74,122 | $0 | 12,500 | D | ||||
| Stock Option (2004 SIP) | $30.91 | 11/26/2012 | M | 12,500 | (3) | 02/02/2014 | Common Stock | 12,500 | $0 | 0 | D | ||||
| Stock Option (2005 SIP) | $37.49 | (3) | 02/09/2015 | Common Stock | 95,000 | 95,000 | D | ||||||||
| Stock Option (2006 SIP) | $35.74 | (3) | 02/03/2016 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Stock Option (2007 SIP) | $40.42 | (3) | 02/05/2017 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Stock Option (2008 SIP) | $42.98 | (3) | 02/04/2018 | Common Stock | 140,000 | 140,000 | D | ||||||||
| Stock Option (2009 SIP) | $33.75 | (3) | 02/09/2019 | Common Stock | 140,000 | 140,000 | D | ||||||||
| Stock Option (2010 SIP) | $35.22 | (3) | 02/08/2020 | Common Stock | 140,000 | 140,000 | D | ||||||||
| Stock Option (2011 SIP) | $41.55 | (3) | 02/07/2021 | Common Stock | 140,000 | 140,000 | D | ||||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 9, 2012. |
| 2. 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 that occurred within a one dollar price range have been aggregated and reported on a separate line in Table I. The reported sale prices of $42.0059 and $42.2275 each represent the weighted average sale price for the corresonding aggregated sale transactions reported in Table I. The range of sale prices for the reported sale of 74,122 shares on 11/23/2012 was $42.00 to $42.05. The range of sale prices for the reported sale of 12,500 shares on 11/26/2012 was $42.00 to $42.48. 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. |
| 3. 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 Rick R. Holley | 11/26/2012 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||