CatchMark Timber Trust (CTT) Form 4 CatchMark Timber Trust / TODD REITZ ownership change

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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X

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^*

REITZ TODD

(Last) (First) (Middle)

5 CONCOURSE PARKWAY, SUITE 2650

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CatchMark Timber Trust, Inc. [ CTT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Resources Officer & SVP

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2022

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	09/14/2022		A		36,232(1)	A	$0(1)	110,404	D
Common Stock	09/14/2022		D		110,404(2)	D	$0(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	(3)	09/14/2022		D			171,243	(3)	(3)	Common Sotck	171,243	$0(3)	0	D

Explanation of Responses:

1. On 9/14/2022, pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Company Merger (as defined below), all outstanding issuance and forfeiture conditions with respect to outstanding restricted shares of CatchMark's Class A common stock, par value $0.01 per share (CatchMark common stock) were deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable). In connection therewith, 36,232 shares of performance-based restricted stock granted to the reporting person became fully vested and were converted into the right to receive the Merger Consideration (as defined below), less applicable taxes and withholding.

2. On 9/14/2022, pursuant to the Agreement and Plan of Merger, dated as of 5/29/2022 (the Merger Agreement), by and among PotlatchDeltic Corporation (PCH), Horizon Merger Sub 2022, LLC (Merger Sub), CatchMark Timber Trust, Inc. (CatchMark) and CatchMark Timber Operating Partnership, L.P. (the Partnership), CatchMark merged with and into Merger Sub (the Company Merger), and each share of CatchMark common stock issued and outstanding immediately prior to the Company Merger effective time was automatically cancelled and converted into the right to receive 0.23 shares of PCH common stock, par value $1.00 per share, without interest, but subject to applicable withholding taxes, plus the right, if any, to receive cash in lieu of fractional shares (the Merger Consideration). On September 13, 2022 (the day prior to the effective time of the Company Merger) the closing price of one share of PCH common stock was $45.80.

3. On 9/14/2022, pursuant to the Merger Agreement, immediately following the Company Merger, the Partnership merged with Merger Sub (the Partnership Merger) and each Common Unit of the Partnership outstanding immediately prior to the Partnership Merger effective time was automatically cancelled and converted into the right to receive the Merger Consideration. Immediately prior to the Partnership Merger effective time, (i) each issued and outstanding unvested Partnership LTIP Unit automatically become fully vested (at maximum performance to the extent applicable), and (ii) each issued and outstanding vested Partnership LTIP Unit eligible for conversion into a Common Unit prior to or at the Partnership Merger effective time automatically converted into a Common Unit pursuant to the Partnership Agreement and converted into the right to receive the Merger Consideration at the Partnership Merger effective time.

Remarks:

	/s/ Ying Xiao, under a Power of Attorney	09/14/2022
	** 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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