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^*

WELTY LINDA J

(Last)

(First)

(Middle)

SUITE 1120 - 700 WEST PENDER STREET

(Street)

VANCOUVER

V6C 1G8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MERCER INTERNATIONAL INC. [ MERC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

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)
Deferred Stock Units⁽¹⁾	⁽¹⁾	06/01/2023		A⁽¹⁾		1,925⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾	1,925⁽¹⁾	⁽¹⁾	10,173	D
Deferred Stock Units⁽²⁾	⁽²⁾	06/01/2023		A⁽²⁾		11,548⁽²⁾		⁽²⁾	⁽²⁾	Common Stock⁽²⁾	11,548⁽²⁾	⁽²⁾	21,721	D

Explanation of Responses:

1. Represents deferred stock units ("DSUs") issued by Mercer International Inc. ("Mercer"), at the election of the Reporting Person, as a quarterly equity grant to the Reporting Person under Mercer's non-employee director compensation program and Amended and Restated 2022 Stock Incentive Plan as amended (the "Plan") in connection with her role as a director of Mercer for the period from April 1, 2023 to May 31, 2023. The DSUs vest on the one-year anniversary of the grant date. Each DSU represents the right to receive one share of Mercer's common stock and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. Mercer subsequently transitioned its non-employee director compensation program from quarterly on a calendar year basis to a program based on the one-year period between annual general meetings, being the general term of office of directors.

2. Represents DSUs issued by Mercer, at the election of the Reporting Person, as an equity grant to the Reporting Person under Mercer's non-employee director compensation program and the Plan in respect of the board term commencing May 31, 2023 and ending at its next regularly scheduled annual general meeting in 2024. Each DSU represents the right to receive one share of Mercer's common stock and dividend equivalents after the Reporting Person ceases to be a director of Mercer, unless deferred in accordance with its terms. The DSUs vest on the earlier of the one year anniversary of the grant date or the next regularly scheduled annual general meeting in 2024.

	/s/ Linda J. Welty	06/02/2023
	** 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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