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^*

BOYNTON PAUL G

(Last)

(First)

(Middle)

1301 RIVERPLACE BOULEVARD

SUITE 2300

(Street)

JACKSONVILLE

32207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYONIER ADVANCED MATERIALS INC. [ RYAM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

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 Stock	03/01/2019		A		830,681⁽¹⁾	A	$0.0000	1,103,701	D
Common Stock	03/01/2019		F		60,171	D	$14.1⁽²⁾	1,043,530	D
Common Stock	03/01/2019		D		650,681⁽³⁾	D	$14.65⁽²⁾	392,849	D
Common Stock								3,573.0376	I	By 401k⁽⁴⁾
Common Stock								30,266	I	By Grantor Retained Annuity Trust
Common Stock								33,701	I	By Michelle M. Boynton Irrevocable Trust
Common Stock								32,329	I	By Paul G. Boynton Trust
Common Stock								796	I	By Wife

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)
Restricted Stock Units	⁽⁵⁾	03/01/2019		A		63,482		03/01/2022	03/01/2022	Common Stock	63,482	$0.0000	63,482	D

Explanation of Responses:

1. In 2016 (when this Long-Term Incentive ("LTI") grant was awarded), the Company's Equity Incentive Plan had a share cap limit of 180,000 shares per person, per annum. Therefore, Mr. Boynton's 2016 LTI award was paid approximately 22% in performance shares under the Equity Incentive Plan, approximately 64% in phantom stock units to be settled in cash that tracked the terms and performance goals for performance shares, and 15% in phantom stock units to be settled in cash subject to time-based cliff vesting after three years.

2. The different prices reflect treatment required under the terms of the Company's Equity Incentive Plan.

3. On March 1, 2019, 650,681 of the reporting person's phantom stock units were settled for cash.

4. Shares are held in the Rayonier Advanced Materials Investment and Savings Plan, a 401(k) plan, for this person's account.

5. Each restricted stock unit represents a contingent right to receive one share of RYAM common stock.

	Brenda K. Davis, Attorney-in-Fact	03/05/2019
	** 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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