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 *

Emmert Mark A
2. Issuer Name and Ticker or Trading Symbol

WEYERHAEUSER CO [ WY ]
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)

220 OCCIDENTAL AVE S
3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2021
(Street)

SEATTLE, WA 98104
(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 5/14/2021  A  3900 (1)A$0.00 35631.4458 (2)D  
Common 5/15/2021  F  139 (3)D$38.31 35491 (4)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

Explanation of Responses:
(1) These shares were granted pursuant to a restricted stock unit award that vests 100% one year after the grant date. These shares (rounded down to the nearest whole share) represent the equity portion of the annual retainer fee in the amount of $150,000.00, with the number of restricted stock units determined by dividing the dollar amount of the fee by $38.455, the average of the high ($38.75) and low ($38.16) price of the issuer's common stock on the date of the grant.
(2) Reported holdings include shares acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
(3) These shares (rounded down to the nearest whole share) are being withheld to cover taxes for a restricted stock unit vesting.
(4) The Reporting Person received a cash payment in lieu of fractional shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Emmert Mark A
220 OCCIDENTAL AVE S
SEATTLE, WA 98104
X



Signatures
/s/ Jose J. Quintana, Attorney-in-fact5/18/2021
**Signature of Reporting PersonDate

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