FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Macpherson Donald G
2. Issuer Name and Ticker or Trading Symbol

INTERNATIONAL PAPER CO /NEW/ [ IP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

INTERNATIONAL PAPER COMPANY, 6400 POPLAR AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2021
(Street)

MEMPHIS, TN 38197
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/10/2021  A(1)  2336 A$0 2988 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)5/10/2021  A   2644     (3) (3)Common Stock 2644 $0 3435 (2)I By Plan (3)

Explanation of Responses:
(1) The shares reported were awarded to the participant for service as a director for the 2021-2022 performance year. Shares become free of restrictions and non-forfeitable on the earliest of: (1) May 10, 2022, (ii) death, (iii) disability, (iv) retirement or (v) resignation with the consent of the Board of Directors. In the event of a resignation, the award would be reduced pro rata based on length of service.
(2) Share numbers are rounded.
(3) The units reported were awarded to the reporting person for service as a director for the 2021-2022 performance year. Restricted stock units (units) held in the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors represent one share of International Paper Common Stock. The units are settled in cash on January 1 following the year in which the reporting person terminates service as a director.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Macpherson Donald G
INTERNATIONAL PAPER COMPANY
6400 POPLAR AVENUE
MEMPHIS, TN 38197
X



Signatures
/s/ Alan R. Haguewood, attorney-in-fact for Mr. Macpherson5/11/2021
**Signature of Reporting PersonDate

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