Wayne Wasechek Form 4 POTLATCHDELTIC / WAYNE WASECHEK 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^*

WASECHEK WAYNE

(Last) (First) (Middle)

601 W. FIRST AVENUE

SUITE 1600

(Street)

SPOKANE WA 99201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POTLATCHDELTIC CORP [ PCH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

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	02/12/2024		S		805(1)	D	$45.25(2)	22,006.895	D
Common Stock	02/12/2024		S		409(3)	D	$45.06(4)	21,597.895	D
Common Stock	02/12/2024		S		218(5)	D	$44.97(6)	21,379.895	D
Common Stock	02/12/2024		S		133(7)	D	$44.87(8)	21,246.895	D
Common Stock								1,922	I	401K(9)

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

Explanation of Responses:

1. Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of Performance Shares previously reported in Table I. This sale, which was effected pursuant to a 10b5-1 trading plan of the reporting person adopted on February 19, 2021, was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

2. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $45.10 to $45.37 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Represents shares sold by the reporting person to satisfy anticipated additional tax obligations in connection with the vesting of the Performance Shares described in this Form 4 report. The sale proceeds will be remitted to the Internal Revenue Service.

4. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $45.01 to $45.10 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. Represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the February 11, 2021 grant of restricted stock units previously reported in Table I. This sale, which was effected pursuant to a 10b5-1 trading plan of the reporting person adopted on February 19, 2021, was mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

6. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $44.88 to $45.01 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

7. Represents shares sold by the reporting person to satisfy anticipated additional tax obligations in connection with the vesting of the restricted stock units described in this Form 4 report. The sale proceeds will be remitted to the Internal Revenue Service.

8. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $44.87 to $44.88 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

9. Represents shares in the Issuer's common stock fund in the Issuer's 401(k) plan, including shares acquired from dividend reinvestment, as shown in the Reporting Person's most recent plan statement.

Remarks:

Wayne Wasechek, Vice President & Chief Financial Officer

	/s/ Michele L. Tyler, Attorney-in-Fact	02/13/2024
	** 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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