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

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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^*

Richards Jerald W

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2013

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	03/21/2013		M		6,848	A	$23.557	18,810	D
Common	03/21/2013		M		5,477	A	$26.269	24,287	D
Common	03/21/2013		M		5,158	A	$23.922	29,445	D
Common	03/21/2013		M		1,991	A	$23.666	31,436	D
Common	03/21/2013		M		1,397	A	$9.528	32,833	D
Common	03/21/2013		S		1,397	D	$31.1069	31,436	D
Common	03/21/2013		S		1,991	D	$31.1069	29,445	D
Common	03/21/2013		S		5,158	D	$31.1069	24,287	D
Common	03/21/2013		S		5,477	D	$31.1069	18,810	D
Common	03/21/2013		S		6,848	D	$31.1069	11,962	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 (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	03/21/2013		M			1,991	02/12/2005⁽¹⁾	02/11/2014	Common	1,991	$0.0000	0.0000	D
Stock Option (right to buy)	$26.269	03/21/2013		M			5,477	02/16/2007⁽¹⁾	02/15/2016	Common	5,477	$0.0000	0.0000	D
Stock Option (right to buy)	$23.922	03/21/2013		M			5,158	02/17/2006⁽¹⁾	02/16/2015	Common	5,158	$0.0000	0.0000	D
Stock Option (right to buy)	$9.528	03/21/2013		M			1,397	02/19/2010⁽¹⁾	02/18/2019	Common	1,397	$0.0000	6,007	D
Stock Option (right to buy)	$23.557	03/21/2013		M			6,848	02/21/2009⁽¹⁾	02/20/2018	Common	6,848	$0.0000	0.0000	D

Explanation of Responses:

1. The option vests in 25% increments

	/s/ Claire S. Grace, Attorney-in-Fact	03/21/2013
	** 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).
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