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^*

Davis Morris

(Last)

(First)

(Middle)

1300 SOUTH MOPAC

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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2011

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)
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								12,492⁽¹⁾	D
Common Stock	01/12/2011	01/12/2011	J		244⁽²⁾⁽³⁾	D	$22.49	0	I	By Trustee of 401(k) Plan

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)
Option (Right to Buy)	$22.13⁽⁴⁾							05/05/2007	05/05/2016	Common Stock	6,150		6,150	D
Option (Right to Buy)	$24.34⁽⁴⁾							02/02/2008⁽⁵⁾	02/02/2017	Common Stock	6,150		6,150	D
Option (Right to buy)	$19.5⁽⁶⁾							02/01/2009⁽⁶⁾	02/01/2018	Common Stock	34,930		34,930	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	12,029		12,029	D
Options (Right to buy)	$5.64							02/06/2010⁽⁸⁾	02/01/2019	Common Stock	38,900		38,900	D
Performance Stock Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	40,585		40,585	D
Options (Right to buy)	$16.71⁽¹⁰⁾							02/05/2011⁽¹⁰⁾	02/05/2020	Common Stock	16,129		16,129	D
Performance Stock Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	11,286		11,286	D

Explanation of Responses:

1. Includes 12492 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.

2. Reporting Person held shares under a 401(k) plan, and figures are according to the latest report of the Plan Administrator. (Note: Plan Administrator used unit accounting; therefore, share equivalents may fluctuate slightly.)

3. As reported by the plan administrator on January 13, 2011, between January 1, 2011 and January 12, 2011 the 401(k) plan administrator completed a mandatory divestiture of all stock in the company stock fund upon direction of the plan trustees in accordance with policy adopted in 2007 for all plan participants.

4. 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.

5. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008 - 1537; Options Exerciserable 02/02/2009 - 1538; Options Exerciserable 02/02/2010 - 1537; and Options Exerciserable 02/02/2011 - 1538.

6. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 8732; Options exercisable 02/01/2010, 8733; Options exercisable 02/04/2010, 8732; Options exercisable 02/01/2012, 8733.

7. Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2011 if 1% ROI performance criteria is met. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date.

8. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 9725; Options Exerciserable 02/06/2011 - 9725; Options Exerciserable 02/06/2012 - 9725; and Options Exerciserable 02/06/2013 - 9725.

9. 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.

10. Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 4,032; Options Exercisable 02/05/2012 - 4,032; Options Exercisable 02/05/2013 - 4,032; and Options Exercisable 02/06/2014 - 4,033.

11. 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.

Remarks:

	Leslie K. O'Neal signed on behalf of Morris Davis	01/14/2010
	** 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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