SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shufelt Joanne P.

(Last)

(First)

(Middle)

601 W. RIVERSIDE AVE.

SUITE 1100

(Street)

SPOKANE

99201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2020

3. Issuer Name and Ticker or Trading Symbol
Clearwater Paper Corp [ CLW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, GM, CPD

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,367	D
Common Stock⁽¹⁾	411⁽²⁾	D
Common Stock⁽¹⁾	1,231⁽³⁾	D
Common Stock⁽¹⁾	6,037⁽⁴⁾	D
Common Stock⁽¹⁾	2,185⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	12/31/2016	02/24/2024	Common Stock	1,626	66.97	D
Employee Stock Options (right to buy)	12/31/2017	02/26/2025	Common Stock	2,034	61.75	D
Employee Stock Options (right to buy)	12/31/2018	02/25/2026	Common Stock	3,849	38.75	D
Employee Stock Options (right to buy)	⁽⁶⁾	02/27/2027	Common Stock	2,331	56.75	D
Employee Stock Options (right to buy)	⁽⁷⁾	03/05/2028	Common Stock	3,624	37.45	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Represents award of RSUs that will vest on March 5, 2021, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

3. Represents award of RSUs that will vest on March 7, 2021 and 2022, respectively, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

4. Represents award of RSUs that will vest 33%, 33%, 34% on March 3, 2021, 2022 and 2023, respectively, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

5. Represents award of RSUs that will vest on April 1, 2022, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

6. These options vested 33%, 33% and 34% on March 1, 2018, 2019 and 2020, respectively.

7. These options vested or will vest 33%, 33% and 34% on March 5, 2019, 2020 and 2021, respectively.

Remarks:

	/s/ Michael S. Gadd, Attorney-in-Fact	06/17/2020
	** 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 5 (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.