Edgar Filing: RAYONIER ADVANCED MATERIALS INC.

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BOYNTON PAUL G

2. Issuer Name and Ticker or Trading Symbol
RAYONIER ADVANCED MATERIALS INC. [RYAM]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

1301 RIVERPLACE BOULEVARD, SUITE 2300

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2014

(Street)

JACKSONVILLE, FL 32207

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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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

Special Restricted Stock Unit Award

⁽¹⁾

06/27/2014

1 ⁽¹⁾

⁽¹⁾

08/31/2018

Common Stock

⁽¹⁾

$ 0

1 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BOYNTON PAUL G 1301 RIVERPLACE BOULEVARD, SUITE 2300 JACKSONVILLE, FL 32207	X		See Remarks

Signatures

Brenda K. Davis, Attorney-in-fact		06/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Restricted stock unit award granted under the Rayonier Advanced Materials Inc. Incentive Stock Plan that became effective upon the closing date of the separation of Rayonier Inc.'s performance fibers business and the distribution of 100% of the outstanding common stock of Rayonier Advanced Materials Inc. (the "Company") to Rayonier Inc.'s shareholders. This award will vest and become payable on August 31, 2018, subject to Mr. Boynton's continued employment with the Company and possible earlier vesting upon events specified in the award agreement. Upon vesting, $4 million in shares of Company common stock will be issued to Mr. Boynton, with the number of shares determined by applying the average closing price of a share of the Company's common stock on the New York Stock Exchange for the ten trading days preceding the vesting date. Mr. Boynton will forfeit the award if he voluntarily terminates employment with the Company or if his employment is terminated by the Company for cause.
Remarks: President and Chief Executive Officer

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