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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 35.9599 | 11/11/2005 | M | 3,464 (1) | 12/03/2000 | 12/03/2008 | Common Stock | 3,464 | $ 0 (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 39.413 | 11/11/2005 | M | 3,674 (2) | 12/02/2001 | 12/02/2009 | Common Stock | 3,674 | $ 0 (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 23.7002 | 11/11/2005 | M | 7,139 (3) | 12/05/2004 | 12/05/2012 | Common Stock | 7,139 | $ 0 (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZUEHLKE GERALD L 601 W. RIVERSIDE AVENUE, SUITE 1100 SPOKANE, WA 99201 |
Vice President and CFO |
Malcolm A. Ryerse, Attorney-in-fact | 11/14/2005 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person was granted employee stock options on December 3, 1998, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. All these options have vested. |
(2) | The reporting person was granted employee stock options on December 2, 1999, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. All these options have vested. |
(3) | The reporting person was granted employee stock options on December 5, 2002, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. All these options have vested. |
(4) | The employee stock options, after exercise, were sold at an average price of $45.0165 per share. |
(5) | On November 11, 2005, in accordance with Section 16(b) of the Securities Exchange Act of 1934, as amended, the reporting person voluntarily paid to Potlatch Corporation $124.09. This amount represents the difference in value between the aggregate amount paid by the reporting person for the purchase of 663.595 shares under the Potlatch Corporation Salaried Employees' Savings Plan (a 401(k) plan) on October 31, 2005 (reported on a Form 4 filed with the Securities and Exchange Commission on November 2, 2005), and the highest amount received by the reporting person for the same number of shares the sale of which is reported in this Form 4. |