SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCDADE SANDY D

(Last)

(First)

(Middle)

P. O. BOX 9777

(Street)

FEDERAL WAY

98063-9777

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	01/29/2013		M		45,122	A	$23.557	99,902	D
Common	01/29/2013		M		37,162	A	$23.922	137,064	D
Common	01/29/2013		M		34,508	A	$26.269	171,572	D
Common	01/29/2013		M		20,568	A	$9.528	192,140	D
Common	01/29/2013		M		8,627	A	$23.66	200,767	D
Common	01/29/2013		M		6,636	A	$26.269	207,403	D
Common	01/29/2013		S		6,636	D	$30.3901	200,767	D
Common	01/29/2013		S		8,627	D	$30.3901	192,140	D
Common	01/29/2013		S		20,568	D	$30.3901	171,572	D
Common	01/29/2013		S		34,508	D	$30.3901	137,064	D
Common	01/29/2013		S		37,162	D	$30.3901	99,902	D
Common	01/29/2013		S		45,122	D	$30.3901	54,780	D
Common								5,907⁽¹⁾	I	By 401(k)

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$23.666	01/29/2013		M			8,627	02/12/2005⁽²⁾	02/11/2014	Common	8,627	$0.0000	0.0000	D
Stock Option (right to buy)	$26.269	01/29/2013		M			6,636	02/16/2007⁽²⁾	02/15/2016	Common	6,636	$0.0000	34,508	D
Stock Option (right to buy)	$26.269	01/29/2013		M			34,508	02/16/2007⁽²⁾	02/15/2016	Common	34,508	$0.0000	0.0000	D
Stock Option (right to buy)	$23.922	01/29/2013		M			37,162	02/17/2006⁽²⁾	02/16/2015	Common	37,162	$0.0000	0.0000	D
Stock Option (right to buy)	$9.528	01/29/2013		M			20,568	02/19/2010⁽²⁾	02/18/2019	Common	20,568	$0.0000	20,570	D
Stock Option (right to buy)	$23.557	01/29/2013		M			45,122	02/21/2009⁽²⁾	02/20/2018	Common	45,122	$0.0000	0.0000	D

Explanation of Responses:

1. Reported holdings include shares acquired in dividend reinvestment transactions.

2. The option vests in 25% increments

	/s/ Claire S. Grace, Attorney-in-Fact	01/30/2013
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.