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*
Maley J. Patrick III
(Last) (First) (Middle)
1300 S. MOPAC
THIRD FLOOR
(Street)
AUSTIN TX 78746
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [ TIN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2011
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 Stock 02/04/2011 02/04/2011 A 51,567(3) A $0 220,178 D(3)(4)
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
Options (Right to Buy) $24.4 02/04/2011 A 70,028 02/04/2012(1) 02/04/2021 Common Stock 70,028 $0 70,028 D
Restricted Stock Units (2) 02/04/2011 02/04/2011 D 58,777(2) (2) (2) Common Stock 0 $0 0 D
Options (Right to Buy) $5.64 02/06/2010(5) 02/06/2019 Common Stock 219,161 219,161 D
Options (Right to Buy) $16.71 02/05/2010(6) 02/05/2020 Common Stock 90,586 90,586 D
Options (Right to Buy) $19.5 02/01/2009(7) 02/01/2018 Common Stock 212,245 212,245 D
Options (Right to Buy) $24.34(9) 02/02/2008(8) 02/02/2017 Common Stock 32,800 32,800 D
Options (Right to Buy) $21.55(9) 02/03/2007(10) 02/03/2016 Common Stock 32,800 32,800 D
Options (Right to Buy) $16.14(9) 02/04/2006(11) 02/04/2015 Common Stock 32,000 32,000 D
Options (Right to Buy) $7.56(9) 05/07/2005(12) 05/07/2013 Common Stock 30,000 30,000 D
Options (Right to Buy) $11.96(9) 02/06/2005(13) 02/06/2014 Common Stock 18,000 18,000 D
Performance Stock Units (14) (14) (14) Common Stock 228,653 228,653 D
Performance Stock Units (15) (15) (15) Common Stock 63,386 63,386 D
Explanation of Responses:
1. Options granted 02/04/11 vest as follows: 17507 on 02/04/12, 17507 on 02/04/13, 17507 on 02/04/14 and 17507 on 02/04/15.
2. Restricted Stock Units settled for cash.
3. Includes 51,567 Restricted Stock Units granted to Reporting Person on February 4, 2011. These RSUs will vest effective February 4, 2014 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.
4. Includes 70,156 Restricted Stock Units granted to Reporting Person on February 5, 2010. These RSUs will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.
5. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 54,790; Options Exerciserable 02/06/2011 - 54,790; Options Exerciserable 02/06/2012 - 54,790; and Options Exerciserable 02/06/2013 - 54,791.
6. Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 22,646; Options Exercisable 02/05/2012 - 22,647; Options Exercisable 02/05/2013 - 22,646; and Options Exercisable 02/06/2014 - 22,647.
7. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 53061; Options exercisable 02/01/2010, 53061; Options exercisable 02/01/2011, 53061; Options exercisable 02/01/2012, 53062.
8. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $24.34: Options Exerciserable 02/02/2008 - 8,200; Options Exerciserable 02/02/2009 - 8,200; Options Exerciserable 02/02/2010 - 8,200; and Options Exerciserable 02/02/2011 - 8,200.
9. The exercise price of these outstanding options were amended from that previously reported in connection with the spin-off announced by the Company effective 12/28/2007, and pursuant to anti-dilution provisions set forth in the option plan and is intended to give the option the same economic value it had before the spin-off.
10. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 8,200; Options Exerciserable 02/03/2008 - 8,200; Options Exerciserable 02/03/2009 - 8,200; and Options Exerciserable 02/03/2010 - 8,200.
11. Options Vesting Schedule: Options exercisable 02/04/2006 - 8,000; Options Exercisable 02/04/2007 - 8,000; Options Exercisable 02/04/2008 - 8,000; Options Exercisable 02/04/2009 - 8,000.
12. Option Vesting Schedule: Options Exercisable on 05/07/2005 - 10,000; Options Exercisable on 5/07/2006 - 10,000 ; and Options Exercisable on 05/07/2007 - 10,000.
13. Options Vesting Schedule: Options exercisable 02/06/2005 - 4,500; Options Exercisable 02/06/2006 - 4,500; Options Exercisable 02/06/2007 - 4,500; Options Exercisable 02/06/2008 - 4,500.
14. Performance Stock Units granted on February 6, 2009 will vest on or after February 6, 2012 at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group; 75% if in the second quartile; zero if in the bottom half. PSUs will be settled for cash based on the fair market value on the vesting date.
15. Performance Stock Units granted on February 5, 2010 will vest on or after February 5, 2013 at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group; 75% if in the second quartile, zero if in the bottom half. PSUs will be settled for cash based on the fair market value on the vesting date.
/s/ Leslie K. O'Neal on Behalf of Reporting Person 02/08/2011
** 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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