-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FIT8hcRpNddxxnNvrnGL8KmQZ3xVVWw+t+ngOGVWzag/bgnJ/TX/dJZgBrzAHogl B7xgbXz417iKVDzgQSOGeA== 0001209191-09-007776.txt : 20090210 0001209191-09-007776.hdr.sgml : 20090210 20090210124154 ACCESSION NUMBER: 0001209191-09-007776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090206 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MALEY JOHN PATRICK III CENTRAL INDEX KEY: 0001231549 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 09584549 BUSINESS ADDRESS: STREET 1: 303 SOUTH TEMPLE DRIVE CITY: DIBOLL STATE: TX ZIP: 75941 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-02-06 0 0000731939 TEMPLE INLAND INC TIN 0001231549 MALEY JOHN PATRICK III 1300 S. MOPAC THIRD FLOOR AUSTIN TX 78746 1 1 0 0 Chief Operating Officer Common Stock 102100 D Common Stock 595 I By Trustee of 401(k) plan Option (right to buy) 7.56 2005-05-07 2013-05-07 Common Stock 30000 30000 D Option (right to buy) 11.96 2005-02-06 2014-02-06 Common Stock 18000 18000 D Option (right to buy) 16.14 2006-02-04 2015-02-04 Common Stock 32000 32000 D Option (right to buy) 21.55 2007-02-03 2016-02-03 Common Stock 32800 32800 D Option (right to buy) 24.34 2008-02-02 2017-02-02 Common Stock 32800 32800 D Restricted Stock Units 2009-02-06 2009-02-06 4 M 0 32200 0.00 D Common Stock 32200 0 D Restricted Stock Units Common Stock 35000 35000 D Restricted Stock Units Common Stock 40000 40000 D Option (right to buy) 19.50 2009-02-01 2018-02-01 Common Stock 212245 212245 D Restricted Stock Units Common Stock 58777 58777 D Option (Right to buy) 5.64 2009-02-06 2009-02-06 4 A 0 219161 0.00 A 2010-02-06 2019-02-06 Common Stock 219161 219161 D Performance Stock Units 2009-02-06 2009-02-06 4 A 0 228653 0.00 A 2010-02-06 2019-02-06 Common Stock 228653 228653 D 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. 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.) The exercise price of these outstanding options were amended from that previously reported in connection with the spin-off announced by the Company effective 12/28/2007, and pursuant to anti-dilution provisions set forth in the option plan and is intended to give the option the same economic value it had before the spin-off. Option Vesting Schedule: Options Exercisable on 05/07/2005 - 10,000; Options Exercisable on 5/07/2006 - 10,000 ; and Options Exercisable on 05/07/2007 - 10,000. Options Vesting Schedule: Options exercisable 02/06/2005 - 4,500; Options Exercisable 02/06/2006 - 4,500; Options Exercisable 02/06/2007 - 4,500; Options Exercisable 02/06/2008 - 4,500. Options Vesting Schedule: Options exercisable 02/04/2006 - 8,000; Options Exercisable 02/04/2007 - 8,000; Options Exercisable 02/04/2008 - 8,000; Options Exercisable 02/04/2009 - 8,000. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 8,200; Options Exerciserable 02/03/2008 - 8,200; Options Exerciserable 02/03/2009 - 8,200; and Options Exerciserable 02/03/2010 - 8,200. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $50.90: Options Exerciserable 02/02/2008 - 8,200; Options Exerciserable 02/02/2009 - 8,200; Options Exerciserable 02/02/2010 - 8,200; and Options Exerciserable 02/02/2011 - 8,200. Restricted Stock Units settled for cash. 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. 12,000 Restricted Stock Units granted on February 2, 2007 and 23,000 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 35,000 cancelled units (12,000 + 23,000 = 35,000). 35,000 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. 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. 40,000 Restricted Stock Units granted as a "launch award" on May 4, 2007 were cancelled. 40,000 new Restricted Stock Units were issued on August 9, 2007 and will vest on May 4, 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. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 53061; Options exercisable 02/01/2010, 53061; Options exercisable 02/01/2011, 53061; Options exercisable 02/01/2012, 53062. Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2010 if 1% ROI performance criteria is met. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 54,790; Options Exerciserable 02/06/2011 - 54,790; Options Exerciserable 02/06/2012 - 54,790; and Options Exerciserable 02/06/2013 - 54,791. Performance Stock Units granted on February 6, 2009 will vest effective February 6, 2012 if 1% ROI performance criteria is met, or Company is above the 4th Quartile ROI ranking compared to its peer group. Performance Stock Units will be settled for cash based on the fair market value on the vesting date. Signed by Leslie K. O'Neal on behalf of John Patrick Maley III 2009-02-09 -----END PRIVACY-ENHANCED MESSAGE-----