0001209191-15-030633.txt : 20150401 0001209191-15-030633.hdr.sgml : 20150401 20150401130647 ACCESSION NUMBER: 0001209191-15-030633 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150401 FILED AS OF DATE: 20150401 DATE AS OF CHANGE: 20150401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Paper Corp CENTRAL INDEX KEY: 0001441236 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 203594554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 509.344.5900 MAIL ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: Potlatch Forest Products CORP DATE OF NAME CHANGE: 20080728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burke Patrick T. CENTRAL INDEX KEY: 0001637225 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34146 FILM NUMBER: 15742284 MAIL ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-04-01 0 0001441236 Clearwater Paper Corp CLW 0001637225 Burke Patrick T. 601 WEST RIVERSIDE AVENUE SUITE 1100 SPOKANE WA 99201 0 1 0 0 SVP, Pres Cons. Prod. Common Stock 3000 D Common Stock 327 D Common Stock 435 D Common Stock 27 I 401(k) Employee Stock Option (right to buy) 61.25 2024-02-24 Common Stock 1464 D Employee Stock Option (right to buy) 61.75 2025-02-26 Common Stock 1956 D Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis. Represents RSUs that vest subject to continued service with the Company) on an annual basis over the three year period begining on Mr. Burke's start date with the Company on May 5, 2014. The vesting schedule is 990 units on May 5, 2015, 990 units on May 5, 2016 and 1020 units on May 5, 2017. During the period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs. These accrued RSUs will vest pursuant to the same vesting schedule. Represents award of RSUs that will vest on December 31, 2016, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs. Represents award of RSUs that will vest on December 31, 2017, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs. The option becomes exercisable on December 31, 2016, assuming continued employment. The option becomes exercisable on December 31, 2017, assuming continued employment. /s/Michael S. Gadd, Attorney-in-Fact 2015-04-02 EX-24.3_574003 2 poa.txt POA DOCUMENT Power of Attorney Know all by these presents that the undersigned hereby constitutes and appoints each of Michael S. Gadd, John D. Hertz, and Carol K. Haugen, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Clearwater Paper Corporation, a Delaware corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March 2015. /s/ Patrick T. Burke Patrick T. Burke