| 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 |
| |||||||||||||||
| 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*
(Street)
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 02/19/2016 | D | 50,102 | D | (1) | 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 | ||||||||
| Stock Option (2007 SIP) | $40.42 | 02/19/2016 | D | 6,000 | (2) | 02/05/2017 | Common Stock | 6,000 | (2) | 0 | D | ||||
| Stock Option (2008 SIP) | $42.98 | 02/19/2016 | D | 5,000 | (2) | 02/04/2018 | Common Stock | 5,000 | (2) | 0 | D | ||||
| Stock Option (2009 SIP) | $33.75 | 02/19/2016 | D | 5,000 | (2) | 02/09/2019 | Common Stock | 5,000 | (2) | 0 | D | ||||
| Stock Option (2010 SIP) | $35.22 | 02/19/2016 | D | 13,000 | (2) | 02/08/2020 | Common Stock | 13,000 | (2) | 0 | D | ||||
| Stock Option (2011 SIP) | $41.55 | 02/19/2016 | D | 15,000 | (2) | 02/07/2021 | Common Stock | 15,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, between Issuer and Weyerhaeuser Company dated as of November 6, 2015 ("Merger Agreement") whereby each share of Issuer common stock was converted into 1.6 Weyerhaeuser common shares with fractional shares paid in cash, and Weyerhaeuser assumed and converted each Issuer restricted stock unit (RSU) into 1.6 Weyerhaeuser restricted stock units, rounded down to the nearest whole, on the same terms and conditions as the Issuer RSUs. Of the shares disposed, 22,750 were Issuer RSUs and 27,352 were Issuer common stock. The market value of 1.6 Weyerhaeuser common shares is $22.87, based on the trading price of Weyerhaeuser common shares as of end of trading on February 19, 2016. |
| 2. Disposed of pursuant to the Merger Agreement whereby each Issuer stock option was assumed and converted into an option to acquire a number of Weyerhaeuser common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Issuer common stock subject to the Issuer stock option immediately prior to the completion of the merger and (2) 1.6, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Issuer common stock of such Issuer stock option immediately prior to the effective time divided by (b) 1.6. The market value of 1.6 Weyerhaeuser common shares is $22.87, based on the trading price of Weyerhaeuser common shares as of end of trading on February 19, 2016. |
| Remarks: |
| /s/ Jose J. Quintana, Power of Attorney for Russell S. Hagen | 02/22/2016 | |
| ** 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. | ||
