SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SWARTZ JEFFREY B

(Last)

(First)

(Middle)

200 DOMAIN DRIVE

(Street)

STRATHAM

03885

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIMBERLAND CO [ TBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/08/2006		G⁽¹⁾	256,662	A	$0	804,675	D
Class A Common Stock	12/08/2006		G⁽¹⁾	256,662	D	$0	278,204	I	by Swartz Trust
Class A Common Stock							87,204	I	by Spouse
Class A Common Stock							31,200	I	by self as custodian⁽²⁾

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)	4. Transaction Code (Instr. 8)	(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)
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	64,380		64,380	D
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	3,220,612		3,220,612	I	by Swartz Trust⁽⁴⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	183,484		183,484	I	by self as custodian⁽²⁾
Non-Qualified Stock Option (right to buy)⁽⁵⁾	$17.74						02/28/2003⁽⁵⁾	02/28/2013	Class A Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)⁽⁵⁾	$19.485						03/06/2004	03/06/2013	Class A Common Stock	90,000		90,000	D
Non-Qualified Stock Option (right to buy)	$28.5						03/01/2002⁽⁵⁾	03/01/2011	Class A Common Stock	120,000		120,000	D
Non-Qualified Stock Option (right to buy)	$31.29						03/03/2005⁽⁵⁾	03/03/2014	Class A Common Stock	150,000		150,000	D

Explanation of Responses:

1. Distribution of shares from the Sidney W. Swartz 1982 Family Trust f/b/o Jeffrey Swartz to the beneficiary

2. The Reporting Person, as custodian for his sons, Daniel, Samuel and Noah Swartz, under the MA Uniform Gifts to Minors Act, holds the following shares for his sons: 15,600 shares each for Daniel and Samuel Swartz of Class A Common Stock; and 74,012 shares each for Daniel and Samuel Swartz and 35,460 shares for Noah Swartz of Class B Common Stock.

3. The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. Previously this was reported on Table I but will in future filings be reported on Table II.

4. The Reporting Person is one of the beneficiaries of The Sidney W. Swartz 1982 Family Trust, which holds shares of Class A Common Stock and shares of Class B as reported.

5. These stock options become exercisable in four (4) equal installments, commencing one (1) year after the date of grant.

	By: Danette Wineberg, Attorney-in-Fact For: Jeffrey B. Swartz	02/07/2007
	** 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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