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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy) (4) (5) | $ 15.02 | 02/06/2005 | 02/06/2014 | Common Stock | 266 | 266 | D | ||||||||
| Option (right to buy) (4) (6) | $ 20.26 | 02/04/2006 | 02/04/2015 | Common Stock | 1,250 | 1,250 | D | ||||||||
| Option (right to buy) (4) (7) | $ 27.06 | 02/03/2007 | 02/03/2016 | Common Stock | 1,281 | 1,281 | D | ||||||||
| Option (right to buy) (4) (8) | $ 30.56 | 02/02/2008 | 02/02/2017 | Common Stock | 1,708 | 1,708 | D | ||||||||
| Option (right to buy) (9) | $ 28.85 | 02/12/2009 | 02/12/2018 | Common Stock | 6,300 | 6,300 | D | ||||||||
| Option (right to buy) (10) | $ 17.8 | 02/09/2011 | 02/09/2020 | Common Stock | 3,586 | 3,586 | D | ||||||||
| Stock Appreciation Right (11) | $ 9.29 | 02/12/2010 | 02/12/2019 | Common Stock | 19,036 | 19,036 | D | ||||||||
| Stock Appreciation Right (12) | $ 17.8 | 02/09/2011 | 02/09/2020 | Common Stock | 4,209 | 4,209 | D | ||||||||
| Restricted Share Units (13) | (13) | (13) | (13) | Common Stock | 8,073 | 8,073 | D | ||||||||
| Restricted Share Units (14) | (14) | (14) | (14) | Common Stock | 2,124 | 2,124 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Portwood Charles J. 6300 BEE CAVE ROAD BUILDING TWO, SUITE 500 AUSTIN, TX 78746 |
Sr. Vice President - Land Mgmt | |||
| David M. Grimm signing on behalf of Charles J. Portwood | 01/18/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. |
| (2) | Reporting Person divested remainder of 401(k) stock balance in connection with a mandatory divestiture of all stock in the company stock fund upon direction of the plan trustees in accordance with policy adopted in 2007 for all plan participants. |
| (3) | By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.) |
| (4) | Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off effective 12/28/2007. |
| (5) | Options are fully vested and exercisable as of the date of this report. |
| (6) | Options to acquire 833 shares are fully vested and exercisable as of the date of this report. Options to acquire 417 shares will vest and become exercisable on 2/4/2009. |
| (7) | Options to acquire 427 shares became exercisable on 2/3/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/3/2009 and 2/3/2010. |
| (8) | Options to acquire 427 shares became exercisable on 2/2/2008 and options to acquire 427 shares will vest and become exercisable on each of 2/2/2009, 2010 and 2011. |
| (9) | Options to acquire 1,575 shares will vest and become exercisable on each of 2/12/2009, 2010, 2011 and 2012. |
| (10) | Vesting schedule for Options granted 02/9/2010 - Exercise price is $17.80: Options Exercisable 02/9/2011 - 896; Options Exercisable 02/9/2012 - 897; Options Exercisable 02/9/2013 - 896; and Options Exercisable 02/9/2014 - 897. |
| (11) | Vesting schedule for Stock Appreciation Rights (SARs) granted 02/10/2009 - Exercise price is $9.29: SARs Exercisable 02/10/2010 - 4,759; SARs Exercisable 02/10/2011 - 4,759; SARs Exercisable 02/10/2012 - 4,759; and SARs Exercisable 02/10/2013 - 4,759. |
| (12) | Vesting schedule for Stock Appreciation Rights (SARs) granted 02/9/2010 - Exercise price is $17.80: SARs Exercisable 02/9/2011 - 1,052; SARs Exercisable 02/9/2012 - 1,052; SARs Exercisable 02/9/2013 - 1,052; and SARs Exercisable 02/9/2014 - 1,053. SARs will be settled for cash. |
| (13) | Restricted share units granted on 2/10/2009 will vest effective 2/10/2012. Restricted share units will be settled for cash based on the fair market value on the vesting date. |
| (14) | Restricted share units granted on 2/9/2010 will vest effective 2/9/2013. Restricted share units will be settled for cash based on the fair market value on vesting date subject to a 1% ROA performance criteria. |