Brian M. Davis - 14 Sep 2022 Form 4 Insider Report for CatchMark Timber Trust, Inc.

Footnote F1

On 9/14/2022, pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Company Merger (as defined below), all outstanding issuance and forfeiture conditions with respect to outstanding restricted shares of CatchMark's Class A common stock, par value $0.01 per share (CatchMark common stock) were deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable). In connection therewith, 57,971 shares of performance-based restricted stock granted to the reporting person became fully vested and were converted into the right to receive the Merger Consideration (as defined below), less applicable taxes and withholding.

Footnote F2

On 9/14/2022, pursuant to the Agreement and Plan of Merger, dated as of 5/29/2022 (the Merger Agreement), by and among PotlatchDeltic Corporation (PCH), Horizon Merger Sub 2022, LLC (Merger Sub), CatchMark Timber Trust, Inc. (CatchMark) and CatchMark Timber Operating Partnership, L.P. (the Partnership), CatchMark merged with and into Merger Sub (the Company Merger), and each share of CatchMark common stock issued and outstanding immediately prior to the Company Merger effective time was automatically cancelled and converted into the right to receive 0.23 shares of PCH common stock, par value $1.00 per share, without interest, but subject to applicable withholding taxes, plus the right, if any, to receive cash in lieu of fractional shares (the Merger Consideration). On September 13, 2022 (the day prior to the effective time of the Company Merger) the closing price of one share of PCH common stock was $45.80.

Footnote F3

On 9/14/2022, pursuant to the Merger Agreement, immediately following the Company Merger, the Partnership merged with Merger Sub (the Partnership Merger) and each Common Unit of the Partnership outstanding immediately prior to the Partnership Merger effective time was automatically cancelled and converted into the right to receive the Merger Consideration. Immediately prior to the Partnership Merger effective time, (i) each issued and outstanding unvested Partnership LTIP Unit automatically become fully vested (at maximum performance to the extent applicable), and (ii) each issued and outstanding vested Partnership LTIP Unit eligible for conversion into a Common Unit prior to or at the Partnership Merger effective time automatically converted into a Common Unit pursuant to the Partnership Agreement and converted into the right to receive the Merger Consideration at the Partnership Merger effective time.