Sec Form 4 Filing - Merle Denise M @ WEYERHAEUSER CO - 2022-02-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Merle Denise M
2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
220 OCCIDENTAL AVE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2022
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/10/2022 A 16,603( 1 ) A $ 0 122,863.857 D
Common 02/10/2022 A 26,901( 2 ) A $ 0 149,764.857 D
Common 02/10/2022 F 10,586( 3 ) D $ 42.57 139,178.857 D
Common 02/11/2022 F 2,055( 4 ) D $ 41.82 137,123.857 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Share Equivalents $ 0 02/10/2022 A 2,530.89( 5 ) ( 5 ) ( 5 ) Common 2,530.89( 5 ) $ 38.85 11,345.7171( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Merle Denise M
220 OCCIDENTAL AVE SOUTH
SEATTLE, WA98104
Senior Vice President
Signatures
/s/ Jose J. Quintana, Attorney-in-fact 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were granted pursuant to a restricted stock unit award that vests in four equal annual installments beginning on March 1, 2023, and on each March 1st thereafter during the vesting period.
( 2 )Represents shares acquired pursuant to a previously granted performance share unit award. Reported shares include accrued and reinvested dividends.
( 3 )These shares are being withheld to cover taxes for a performance share unit vesting.
( 4 )These shares are being withheld to cover taxes for a restricted stock unit vesting.
( 5 )The share equivalents reported herein were acquired pursuant to the Issuer's deferred compensation plan and are to be settled 100% in cash after the reporting person's termination of employment. Each share equivalent represents the right to receive a cash value of one share of the Issuer's common stock as calculated pursuant to the provisions of the plan. Additional share equivalents accrue as and when dividends are paid on the Issuer's common stock.
( 6 )Reported holdings include shares acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.

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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