Plum Creek Timber (PCL) Form 4 PLUM CREEK TIMBER / DAVID A. BROWN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

BROWN DAVID A.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3100

(Street)

SEATTLE WA 98101-1374

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PLUM CREEK TIMBER CO INC [ PCL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015

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	12/15/2015		M		10,000	A	$35.74	46,731	D
Common Stock	12/15/2015		M		12,000	A	$40.42	58,731	D
Common Stock	12/15/2015		S		22,000	D	$46.93(1)	36,731	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
Stock Option (2006 SIP)	$35.74	12/15/2015		M			10,000	(2)	02/03/2016	Common Stock	10,000	$0	0	D
Stock Option (2007 SIP)	$40.42	12/15/2015		M			12,000	(2)	02/05/2017	Common Stock	12,000	$0	0	D
Stock Option (2008 SIP)	$42.98							(2)	02/04/2018	Common Stock	12,000		12,000	D
Stock Option (2009 SIP)	$33.75							(2)	02/09/2019	Common Stock	12,000		12,000	D
Stock Option (2010 SIP)	$35.22							(2)	02/08/2020	Common Stock	12,000		12,000	D
Stock Option (2011 SIP)	$41.55							(2)	02/07/2021	Common Stock	12,000		12,000	D

Explanation of Responses:

1. The sales of common stock reported in this Form 4 were executed through several individual broker transactions and are being disclosed in Table I on an aggregated basis. All sale transactions occurred within a one dollar price range and the reported sale price of $46.93 represents the weighted average sale price for the aggregated sale transactions reported herein. The range of sale prices for the sale of 22,000 shares was $46.86 to $47.03. The Reporting Person hereby undertakes to provide the SEC Staff, the Issuer, or any security holder of the Issuer with full information regarding the number of shares of common stock sold by the Reporting Person at each separate price upon request.

2. The option granted under the Issuer's stock incentive plan provides the right to purchase common stock at the fair market value thereof on the date of grant and becomes exercisable after vesting. The option vests in four equal annual installments beginning one year after the date of grant.

Remarks:

	/s/ Jose J. Quintana, Power of Attorney for David A. Brown	12/17/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.