Form 4 REED THOMAS M For: May 04 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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^*

REED THOMAS M

(Last)

(First)

(Middle)

999 THIRD AVENUE, SUITE 4300

(Street)

SEATTLE

98104-4096

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PLUM CREEK TIMBER CO INC [PCL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Southern Resources

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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								14,692	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (2001 SIP)

$ 24.95

05/04/2009

D⁽¹⁾

3,000

⁽¹⁾

10/08/2011

Common Stock

3,000

$ 0

Stock Option (2001 SIP)

$ 24.95

05/04/2009

A⁽¹⁾

3,000

⁽¹⁾

10/08/2011

Common Stock

3,000

$ 0

3,000

Stock Option (2002 SIP)

$ 29.7

05/04/2009

D⁽²⁾

4,000

⁽²⁾

01/24/2012

Common Stock

4,000

$ 0

Stock Option (2002 SIP)

$ 29.7

05/04/2009

A⁽²⁾

4,000

⁽²⁾

01/24/2012

Common Stock

4,000

$ 0

4,000

Stock Option (2003 SIP)

$ 21.91

05/04/2009

D⁽³⁾

5,000

⁽³⁾

01/28/2013

Common Stock

5,000

$ 0

Stock Option (2003 SIP)

$ 21.91

05/04/2009

A⁽³⁾

5,000

⁽³⁾

01/28/2013

Common Stock

5,000

$ 0

5,000

Stock Option (2004 SIP)

$ 30.91

05/04/2009

D⁽⁴⁾

5,500

⁽⁴⁾

02/02/2014

Common Stock

5,500

$ 0

Stock Option (2004 SIP)

$ 30.91

05/04/2009

A⁽⁴⁾

5,500

⁽⁴⁾

02/02/2014

Common Stock

5,500

$ 0

5,500

Stock Option (2005 SIP)

$ 37.49

05/04/2009

D⁽⁵⁾

5,500

⁽⁵⁾

02/09/2015

Common Stock

5,500

$ 0

Stock Option (2005 SIP)

$ 37.49

05/04/2009

A⁽⁵⁾

5,500

⁽⁵⁾

02/09/2015

Common Stock

5,500

$ 0

5,500

Stock Option (2006 SIP)

$ 35.74

05/04/2009

D⁽⁶⁾

6,000

⁽⁶⁾

02/03/2016

Common Stock

6,000

$ 0

Stock Option (2006 SIP)

$ 35.74

05/04/2009

A⁽⁶⁾

6,000

⁽⁶⁾

02/03/2016

Common Stock

6,000

$ 0

6,000

Stock Option (2007 SIP)

$ 40.42

05/04/2009

D⁽⁷⁾

8,000

⁽⁷⁾

02/05/2017

Common Stock

8,000

$ 0

Stock Option (2007 SIP)

$ 40.42

05/04/2009

A⁽⁷⁾

8,000

⁽⁷⁾

02/05/2017

Common Stock

8,000

$ 0

8,000

Stock Option (2008 SIP)

$ 42.98

05/04/2009

D⁽⁸⁾

12,000

⁽⁸⁾

02/04/2018

Common Stock

12,000

$ 0

Stock Option (2008 SIP)

$ 42.98

05/04/2009

A⁽⁸⁾

12,000

⁽⁸⁾

02/04/2018

Common Stock

12,000

$ 0

12,000

Stock Option (2009 SIP)

$ 33.75

05/04/2009

D⁽⁹⁾

12,000

⁽⁹⁾

02/09/2019

Common Stock

12,000

$ 0

Stock Option (2009 SIP)

$ 33.75

05/04/2009

A⁽⁹⁾

12,000

⁽⁹⁾

02/09/2019

Common Stock

12,000

$ 0

12,000

Explanation of Responses:

1. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on October 8, 2001 and vests in four equal annual installments, beginning one year after the date of grant.

2. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on January 24, 2002 and vests in four equal annual installments, beginning one year after the date of grant.

3. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on January 28, 2003 and vests in four equal annual installments, beginning one year after the date of grant

4. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 2, 2004 and vests in four equal annual installments, beginning one year after the date of grant.

5. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 9, 2005 and vests in four equal annual installments, beginning one year after the date of grant.

6. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 3, 2006 and vests in four equal annual installments, beginning one year after the date of grant.

7. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 5, 2007 and vests in four equal annual installments, beginning one year after the date of grant.

8. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 4, 2008 and vests in four equal annual installments, beginning one year after the date of grant.

9. The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on February 9, 2009 and vests in four equal annual installments, beginning one year after the date of grant.

	/s/ Jose J. Quintana, Power of Attorney for Thomas M. Reed	05/06/2009
	** 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.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment