Ricardo M Arevalo Form 4 SIMPSON MANUFACTURING / Ricardo M Arevalo 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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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^*

Arevalo Ricardo M

(Last) (First) (Middle)

5956 W. LAS POSITAS

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMPSON MANUFACTURING CO INC /CA/ [ SSD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO, Simpson Strong-Tie

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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
Performance stock units - 2019(1)	02/15/2019		A		4,381	A	$0	4,381(1)	D
Performance stock units								3,876(2)	D
Common Stock (RSUs awarded February 4, 2017)								4,423(3)	D
Common Stock (PRSUs awarded February 4, 2017)								8,859(4)	D
Common Stock (RSUs awarded February 1, 2016)								4,974(5)	D
Common Stock (PRSUs awarded February 1, 2016)								6,126(6)	D
Common Stock (RSUs awarded February 2, 2015)								2,170(7)	D
Common Stock (RSUs awarded February 3, 2014)								3,210(8)	D
Common Stock (RSUs awarded February 6, 2013)								2,415(9)	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
Restricted stock units -2019(10)	$0.0	02/15/2019		A		1,616		(10)	(10)	Common Stock	1,616	$0	1,616	D
Restricted stock units(11)	$0.0							(11)	(11)	Common Stock	1,479		1,479	D

Explanation of Responses:

1. Amount of performance stock units (PSUs) awarded on February 15, 2019. PSUs vest fully on February 15, 2022, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

2. Amount of performance stock units (PSUs) awarded on February 15, 2018. PSUs vest fully on February 15, 2021, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The number of PSU's presented assumes the number of shares vested based on meeting targeted performance goals and net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

3. Amount includes 4,423 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest one fourth on February 15, 2017, February 15, 2018, February 15, 2019, and February 15, 2020. The 4,423 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

4. Amount includes 8,859 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest fully on February 15, 2020, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%). The 8,859 shares assume that the number of shares that vest are based on targeted performance and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

5. Amount includes 4,974 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 4,974 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

6. Amount includes 6,126 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest fully on the third anniversary of the award date subject to the Company's relative performance versus the S&P Smallcap 600 Index. The 6,126 shares assume that the maximum number of shares will vest, based on performance at the highest level, and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

7. Amount includes 2,170 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 2,170 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

8. Amount includes 3,210 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 3,210 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.

9. Amount was reduced by 25 shares to reflect the actual number of shares vested after withholding shares for the payment of income and other taxes due at the time of vesting.

10. Amount of restricted stock units (RSUs) awarded on February 15, 2019 . Twenty percent of RSUs vest on February 15, 2020, forty percent on February 17, 2021 and February 15, 2022. Granted RSUs do not have exercise dates or an expiration date.

11. Amount of restricted stock units (RSUs) awarded on February 15, 2018. Twenty percent of RSUs vest on February 15, 2019, forty percent on February 17, 2020 and February 15, 2021.Granted RSUs do not have exercise dates or an expiration date.

Remarks:

	/s/RICARDO M. AREVALO	02/20/2019
	** Signature of Reporting Person	Date
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