Sec Form 4 Filing - Jones Scott R. @ RAYONIER INC - 2022-05-20

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 Jones Scott R. 2. Issuer Name and Ticker or Trading Symbol RAYONIER INC [ RYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 RAYONIER WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2022 (Street) WILDLIGHT, FL32097 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 Shares 05/20/2022 A 2,850( 1 ) A $ 0 28,608 D Common Shares 480 I By Colin Jones Trust Common Shares 1,407 I By Scott Jones 1995 Rev Trust - IMA Common Shares 1,533 I By Scott Jones - IRAR Common Shares 2,000 I By Jones Family Education Trust Common Shares 564 I By Brick Wall, LLC( 2 ) Common Shares 600 I By Fostertown Family LLC Common Shares 614 I By Scott Jones custodian for Justin Jones - UTMA/MAIMA Common Shares 480 I By Rachel E. Jones Trust Common Shares 460 I By Scott Jones custodian for Jacqueline Jones - UTMA/MAIMA Common Shares 102 I By Barbara Jones - IRAR Common Shares 480 I By Susan N. Ferraro Trust Common Shares 5,091 I By Scott Jones 2012 Irrevocable Trust Common Shares 480 I By Michael Belco Trust Common Shares 5,091 I By Barbara Jones 2008 Trust tbo Scott Jones

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Scott R. 1 RAYONIER WAY WILDLIGHT, FL32097 X Signatures /s/ Sarah M. Wesberry / Attorney-In-Fact 05/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock granted as compensation for serving as a member of the Board of Directors of the issuer. Such award vests immediately and is subject to restrictions on transfer until the earlier of four years from the date of the grant or upon a date six months following the date on which he ceases to serve as a member of the Board. ( 2 )The entity for which Common Shares are held for Dylan Jones as sole beneficiary has been changed to correct for an inadvertent error on a Form 4 filed on May 24, 2021.

Remarks: Exhibit List: EX-24 SJones PoA sw

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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