0000052827-20-000173.txt : 20200520 0000052827-20-000173.hdr.sgml : 20200520 20200520120533 ACCESSION NUMBER: 0000052827-20-000173 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200513 FILED AS OF DATE: 20200520 DATE AS OF CHANGE: 20200520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NUNES DAVID L CENTRAL INDEX KEY: 0001211392 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06780 FILM NUMBER: 20896679 MAIL ADDRESS: STREET 1: 1 RAYONIER WAY CITY: YULEE STATE: FL ZIP: 32097 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RAYONIER INC CENTRAL INDEX KEY: 0000052827 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132607329 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 RAYONIER WAY CITY: WILDLIGHT STATE: FL ZIP: 32097 BUSINESS PHONE: 9043579100 MAIL ADDRESS: STREET 1: 1 RAYONIER WAY CITY: WILDLIGHT STATE: FL ZIP: 32097 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC /CT/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC DATE OF NAME CHANGE: 19920703 4/A 1 wf-form4a_158999071519166.xml FORM 4/A X0306 4/A 2020-05-13 2020-05-15 0 0000052827 RAYONIER INC RYN 0001211392 NUNES DAVID L 1 RAYONIER WAY WILDLIGHT FL 32034 1 1 0 0 Chief Executive Officer Limited Partnership Units of Rayonier, L.P. 2020-05-13 4 A 0 392900 0 A Common Shares 392900.0 392900 D Limited Partnership Units of Rayonier, L.P. 2020-05-13 4 A 0 2439 0 A Common Shares 2439.0 2439 I By UGMA Custodian for Child The limited partnership units of Rayonier, L.P. ("ROP") are exchangable for common shares of Rayonier Inc. ("Rayonier") on a one-for-one basis. Subject to certain limitations, these limited partnership units are immediately exercisable and have no expiration date. 2. On May 8, 2020 (the "Effective Date"), the transactions contemplated by the Agreement and Plan of Merger, dated as of January 14, 2020, by and among Rayonier, Rayonier Operating Company LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership ("Pope"), Pope MGP, Inc. and Pope EGP, Inc., as amended by Amendment No. 1, dated as of April 1, 2020 (the "Merger Agreement"), filed with the Securities and Exchange Commission as Exhibit 2.1 to Rayonier's Current Report on Form 8-K on January 15, 2020 and Exhibit 2.1 to Rayonier's Current Report on Form 8-K filed April 2, 2020, were completed. In the merger, each Pope limited partnership unit was entitled to receive at the election of the unitholder either (i) limited partnership units of ROP or (2) a combination of cash and limited partnership units of ROP. As described in the Merger Agreement, the limited partnership units of ROP were determined and calculated with respect to the reporting person on May 13, 2020 and were received by the reporting person on such date in exchange for units of Pope Resources as the non-cash consideration component of the merger consideration set forth in the Merger Agreement. On the Effective Date, the closing price of Rayonier's common shares was $25.18 per share and the closing price of Pope's limited partnership units was $98.00 per unit. Explanatory Note: On May 15, 2020, the reporting person filed a Form 4 with respect to limited partnership units of Rayonier, LP ("ROP") acquired in connection with the completion of the transactions contemplated by the Merger Agreement (as defined below). On May 18, 2020, due to adjustments to the merger consideration payable to certain unitholders of Pope Resources, a Delaware limited partnership ("Pope"), limited partnership units arising from clerical errors made by third-party administrators, the amount of limited partnership units of ROP acquired by the reporting person was modified in accordance with the terms of the Merger Agreement (as defined below). This amended Form 4 is being filed solely for purpose of correcting the number of limited partnership units of ROP acquired by the reporting in the transaction contemplated thereby. Exhibit 24 Power of Attorney - This amended Form 4 is also being filed to add the Power of Attorney, filed as Exhibit 24 hereto. /s/ Cynthia L. Jones / Attorney-In-Fact 2020-05-20 EX-24 2 nunespoa.htm NUNESTXT

POWER OF ATTORNEY
 Know all by these presents that the undersigned hereby constitutes and
appoints each of Mark R. Bridwell, Cynthia L. Jones and Mark D. McHugh, or
either of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
 including amendments thereto, and any other documents necessary or appropriate
 to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC
(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Rayonier Inc. (the "Company"), Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and
the rules thereunder
(3) 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 SEC and any stock exchange or similar authority and
(4) 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 13th day of December, 2019.
     /s/ David L. Nunes
    David L. Nunes
     President - Chief Executive Officer