Sec Form 4 Filing - Barag Jerry @ CatchMark Timber Trust, Inc. - 2020-01-29

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 Barag Jerry 2. Issuer Name and Ticker or Trading Symbol CatchMark Timber Trust, Inc. [ CTT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) CATCHMARK TIMBER TRUST, INC., 5 CONCOURSE PARKWAY, SUITE 2650 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2020 (Street) ATLANTA, GA30328 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

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 LTIP units ( 1 ) ( 5 ) ( 6 ) ( 6 ) 01/29/2020 A 25,218 ( 6 ) ( 6 ) Common Stock ( 6 ) ( 6 ) $ 0 25,218 D LTIP units ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 6 ) 01/29/2020 A 6,419 ( 6 ) ( 6 ) Common Stock ( 6 ) ( 6 ) $ 0 6,419 D LTIP units ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 6 ) 01/29/2020 A 26,361 ( 6 ) ( 6 ) Common Stock ( 6 ) ( 6 ) $ 0 26,361 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barag Jerry CATCHMARK TIMBER TRUST, INC. 5 CONCOURSE PARKWAY, SUITE 2650 ATLANTA, GA30328 X Chief Executive Officer Signatures /s/ Ying Xiao, under Power of Attorney 01/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects limited partnership units ("LTIP units") in the issuer's operating partnership, CatchMark Timber Operating Partnership, L.P., of which the issuer is the general partner and owns 99.99% of the common units, originally granted on November 29, 2018 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2017 to December 31, 2019 (the "2017 LTIP Units"). The 2017 LTIP Units were earned upon the achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index) (20%). ( 2 )Reflects LTIP units originally granted on November 29, 2018 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2018 to December 31, 2020 (the "2018 LTIP Units").The 2018 LTIP Units could be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index) (20%). ( 3 )Reflects LTIP units originally granted on July 12, 2019 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2019 to December 31, 2021 (the "2019 LTIP Units"). The 2019 LTIP Units could be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (70%); and (ii) relative TSR as compared to the Russell 3000 Index (30%). ( 4 )Pursuant to the terms of the reporting person's separation agreement with the issuer, dated as of January 20, 2020 (the "Separation Agreement"), the reporting person's 2018 LTIP Units and 2019 LTIP Units were treated as if the performance period concluded on January 21, 2020 with the reporting person earning a pro rata portion of the awards earned based on the actual achievement of the applicable performance metrics through January 21, 2020 multiplied by a fraction, the numerator of which was the number of full months elapsed in the applicable performance period prior to January 21, 2020, and the denominator of which was 36. ( 5 )Pursuant to the terms of the Separation Agreement, the 2017 LTIP Units, 2019 LTIP Units and 2019 LTIP Units earned were immediately vested. The issuer's Compensation Committee certified the level of achievement of the performance goals on January 29, 2020. ( 6 )LTIP units are a class of units structured to qualify as "profits interests" for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the reporting person into CatchMark Timber Operating Partnership, L.P. common units. For further information about the LTIP units, refer to Note 8-Noncontrolling Interest accompanying the audited financial statements and footnotes included in the issuer's Annual Report on Form 10-K for the year ended December 31, 2018.

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