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^*

SMITH SCOTT H

(Last)

(First)

(Middle)

1300 S MOPAC EXPRESSWAY

THIRD FLOOR

(Street)

AUSTIN

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012

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	02/13/2012	02/13/2012	D		99,397	D	$0⁽¹⁾	0	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)
Performance Stock Units	⁽¹⁾	02/13/2012	02/13/2012	D			18,323	⁽¹⁾	⁽¹⁾	Common Stock	18,323	$0⁽¹⁾	0	D
Performance Stock Units	⁽¹⁾	02/13/2012	02/13/2012	D			82,619	⁽¹⁾	⁽¹⁾	Common Stock	82,619	$0⁽¹⁾	0	D
Options (Right to Buy)	$6.92	02/13/2012	02/13/2012	D			20,000	02/07/2004	02/07/2013	Common Stock	20,000	$0⁽¹⁾	0	D
Options (Right to Buy)	$11.96	02/13/2012	02/13/2012	D			16,000	02/06/2005	02/06/2014	Common Stock	16,000	$0⁽¹⁾	0	D
Options (Right to Buy)	$16.14	02/13/2012	02/13/2012	D			16,000	02/04/2006	02/04/2015	Common Stock	16,000	$0⁽¹⁾	0	D
Options (Right to Buy)	$21.55	02/13/2012	02/13/2012	D			16,400	02/03/2007	02/03/2016	Common Stock	16,400	$0⁽¹⁾	0	D
Options (Right to Buy)	$24.34	02/13/2012	02/13/2012	D			16,400	02/02/2008	02/02/2017	Common Stock	16,400	$0⁽¹⁾	0	D
Options (Right to Buy)	$19.5	02/13/2012	02/13/2012	D			76,306	02/01/2009	02/01/2018	Common Stock	76,306	$0⁽¹⁾	0	D
Options (Right to Buy)	$5.64	02/13/2012	02/13/2012	D			79,190	02/06/2010	02/06/2019	Common Stock	79,190	$0⁽¹⁾	0	D
Options (Right to Buy)	$16.71	02/13/2012	02/13/2012	D			26,185	02/05/2011	02/05/2020	Common Stock	26,185	$0⁽¹⁾	0	D
Options (Right to Buy)	$24.4	02/13/2012	02/13/2012	D			14,168	02/04/2012	02/04/2021	Common Stock	14,168	$0⁽¹⁾	0	D

Explanation of Responses:

1. In accordance with the Agreement and Plan of Merger dated as of September 6, 2011 among Temple-Inland Inc., International Paper Company, and Metal Acquisition Inc., the Merger became effective February 13, 2012. Accordingly, all shares of common stock of Temple-Inland Inc. have been converted into the right to receive $32 per share, and all long term incentives have been converted into the right to receive $32 per share (less the applicable exercise price for options), payable as set forth in the Merger Agreement. All long term incentive plans have been terminated and the Temple-Inland shares will be delisted.

	/s/ Leslie K. O'Neal on Behalf of Reporting Person	02/13/2012
	** 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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