Sec Form 4 Filing - HOLLEY RICK R @ PLUM CREEK TIMBER CO INC - 2016-02-19

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 HOLLEY RICK R 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 601 UNION STREET, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2016 (Street) SEATTLE, WA98101-1374 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 Stock 02/19/2016 D 420,408 D 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 (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 Stock Option (2007 SIP) $ 40.42 02/19/2016 D 100,000 ( 2 ) 02/05/2017 Common Stock 100,000 ( 2 ) 0 D Stock Option (2008 SIP) $ 42.98 02/19/2016 D 140,000 ( 2 ) 02/04/2018 Common Stock 140,000 ( 2 ) 0 D Stock Option (2009 SIP) $ 33.75 02/19/2016 D 140,000 ( 2 ) 02/09/2019 Common Stock 140,000 ( 2 ) 0 D Stock Option (2010 SIP) $ 35.22 02/19/2016 D 140,000 ( 2 ) 02/08/2020 Common Stock 140,000 ( 2 ) 0 D Stock Option (2011 SIP) $ 41.55 02/19/2016 D 140,000 ( 2 ) 02/07/2021 Common Stock 140,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLLEY RICK R 601 UNION STREET, SUITE 3100 SEATTLE, WA98101-1374 X CEO Signatures /s/ Jose J. Quintana, Power of Attorney for Rick R. Holley 02/22/2016 Signature of Reporting Person Date

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, 185,475 were Issuer RSUs and 234,933 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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