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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [ TIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/28/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/27/2007 | 11/27/2007 | M | 6,000(1) | A | $27.75 | 19,244(2) | D | ||
Common Stock | 11/27/2007 | 11/27/2007 | M | 1,842(1) | A | $27.75 | 21,141(2) | D | ||
Common Stock | 11/27/2007 | 11/27/2007 | F | 5,243(1) | D | $41.51 | 15,898(2) | D | ||
Common Stock | 5,695(3) | I | By Trustee of 401(k) Plan(3) | |||||||
Common Stock | 400 | I | In IRA Account |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy) | $27.75 | 11/27/2007 | 11/27/2007 | M | 6,000 | 02/06/1999(4) | 02/06/2008(4)(5) | Common Stock | 6,000(4) | $0.00 | 0(4) | D | |||
Option (right to buy) | $27.75 | 11/27/2007 | 11/27/2007 | M | 1,842(1) | 02/06/2003 | 02/06/2008 | Common Stock | 8,000 | $0.00 | 6,158(1) | D | |||
Option (right to buy) | $29.63 | 02/05/2000(6) | 02/05/2009(6) | Common Stock | 6,000(6) | 6,000(6) | D | ||||||||
Option (right to buy) | $27.64 | 02/04/2001(7) | 02/04/2010(7) | Common Stock | 10,000(7) | 10,000(7) | D | ||||||||
Option (right to buy) | $25.65 | 02/02/2005(8) | 02/02/2011(8) | Common Stock | 5,000(8) | 5,000(8) | D | ||||||||
Option (right to buy) | $27.66 | 02/01/2003(9) | 02/01/2012(9) | Common Stock | 20,000(9) | 20,000(9) | D | ||||||||
Option (right to buy) | $21.51 | 02/07/2004(10) | 02/07/2013(10) | Common Stock | 12,000(10) | 12,000(10) | D | ||||||||
Option (right to buy) | $30.02 | 02/06/2005(11) | 02/06/2014(11) | Common Stock | 6,000(11) | 6,000(11) | D | ||||||||
Option (right to buy) | $37.07 | 02/04/2006(12) | 02/04/2015(12) | Common Stock | 6,000(12) | 6,000(12) | D | ||||||||
Option (right to buy) | $46.2 | 02/03/2007(13) | 02/03/2016(13) | Common Stock | 6,150(13) | 6,150(13) | D | ||||||||
Option (right to buy) | $50.9 | 02/02/2008(14) | 02/02/2017(14) | Common Stock | 6,150(14) | 6,150(14) | D | ||||||||
Restricted Stock Units | (15) | (15) | (15) | Common Stock | 8,150(15) | 8,150(15) | D | ||||||||
Restricted Stock Units | (16) | (16) | (16) | Common Stock | 8,500(16) | 8,500(16) | D |
Explanation of Responses: |
1. Upon review and recalculation of transaction, previous Form 4 is amended to report correction in number of options exercised and shares acquired. |
2. In accordance with the Shareholder Rights Plan adopted by the Company on February 9, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. |
3. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.) |
4. Options Vesting Schedule for Options Granted 02/06/1998 at an exercise price of $27.75: Options Exerciserable 02/06/1999 - 1,200; Options Exerciserable 02/06/2000 - 1,200; Options Exerciserable 02/06/2001 - 1,200; Options Exerciserable 02/06/2002 - 1,200 and Options Exerciserable 02/06/2003 - 1,200. |
5. Corrected expiration date to 02/08/2008, as it was incorrectly reported on previous Forms 4. |
6. Options Vesting Schedule for Options Granted 02/05/1999 at an exercise price of $29.63: Options Exercisable 02/05/2000 - 1,200; Options Exercisable 02/05/2001 - 1,200; Options Exercisable 02/05/2002 - 1,200; Options Exercisable 02/05/2003 - 1,200; Options Exercisable 02/05/2004 - 1,200. |
7. Options Vesting Schedule for Options Granted 02/04/2000 at an exercise price of $27.64: Options exercisable 02/04/2001 - 2,000; Options exercisable 02/04/2002 - 2,000; Options exercisable 02/04/2003 - 2,000; Options exercisable 02/04/2004 - 2,000; Options exercisable 02/04/2005 - 2,000. |
8. Options Vesting Schedule for Options Granted 02/02/2001 at an exercise price of $25.65: Options exercisable 02/02/2005 - 5,000. |
9. Options Vesting Schedule for Options Granted 02/01/2002 at an exercise price of $27.66: Options Exercisable 02/01/2003 - 5,000; Options Exercisable 02/01/2004 - 5,000; Options Exercisable 02/01/2005 - 5,000; Options Exercisable 02/01/2006 - 5,000. |
10. Options Vesting Schedule for Options Granted 02/07/2003 at an exercise price of $21.51: Options Exercisable 02/07/2004 - 3,000; Options Exercisable 02/07/2005 - 3,000; Options Exercisable 02/07/2006 - 3,000; Options Exercisable 02/07/2007 - 3,000. |
11. Options Vesting Schedule for Options Granted 02/06/2004 at an exercise price of $30.02: Options Exercisable 02/06/2005 - 1,500; Options Exercisable 02/06/2006 - 1,500; Options Exercisable 02/06/2007 - 1,500; Options Exercisable 02/06/2008 - 1,500. |
12. Option Vesting Schedule for Options Granted 02/04/2005 at an exercise price of $37.07: Options exercisable 02/04/2006 - 1,500; Options exercisable 02/04/2007 - 1,500; Options exercisable 02/04/2008 - 1,500; Options exercisable 02/04/2009 - 1,500. |
13. Options Vesting Schedule for Options Granted 02/03/2006 at an exercise price of $46.20: Options Exerciserable 02/03/2007 - 1,537; Options Exerciserable 02/03/2008 - 1,538; Options Exerciserable 02/03/2009 - 1,537; and Options Exerciserable 02/03/2010 - 1,538. |
14. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $50.90: Options Exerciserable 02/02/2008 - 1,537; Options Exerciserable 02/02/2009 - 1,538; Options Exerciserable 02/02/2010 - 1,537; and Options Exerciserable 02/02/2011 - 1,538. |
15. As disclosed in Form 8-K dated August 9, 2007, restricted stock units ("RSUs") and performance stock units awarded in 2006 and 2007 were cancelled August 9 and new RSUs were issued with 1% ROI performance criteria to reflect the Company?s Transformation Plan. 3,150 Restricted Stock Units granted on February 3, 2006 and 5,000 Performance Stock Units granted on February 3, 2006 (not considered derivative securities) were cancelled for a total of 8,150 cancelled units (3,150 + 5,000 = 8,150). 8,150 new Restricted Stock Units were issued on August 9, 2007 and will vest on February 3, 2009. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria. |
16. As disclosed in Form 8-K dated August 9, 2007, restricted stock units ("RSUs") and performance stock units awarded in 2006 and 2007 were cancelled August 9 and new RSUs were issued with 1% ROI performance criteria to reflect the Company?s Transformation Plan. 2,750 Restricted Stock Units granted on February 2, 2007 and 5,750 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 8,500 cancelled units (2,750 + 5,750 = 8,500). 8,500 new Restricted Stock Units were issued on August 9, 2007 and will vest on February 2, 2010. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria. |
Remarks: |
Leslie K. O'Neal signed on behalf of David W. Turpin | 12/06/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |