Edgar Filing: BRILL LOUIS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Brill, Louis R.

Temple-Inland Inc. (TIN)

1300 S. Mopac

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

02/07/2003

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Austin, TX 78746

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Vice President and Chief Accounting Officer

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 4(b)(v).


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 Transactions(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		02/07/2003		02/07/2003		A				3,500 (4)	A					6,500		D

	Common Stock																561		I		(1)

	Preferred Stock Purchase Rights		(2)		(2)		(2)				(2)			(2)			(2)		(2)		(2)

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

Option (right to buy)

$57.44

Option (right to buy)

$55.28

Option (right to buy)

$51.30

Option (right to buy)

$55.32

Option (right to buy)

$43.01

02/07/2003

Phantom Shares

1-for-1

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

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)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

12/01/2001

12/01/2009

Common Stock

1,500

12/01/2002

12/01/2009

Common Stock

1,500

12/01/2003

12/01/2009

Common Stock

1,500

12/01/2004

12/01/2009

Common Stock

1,500

12/01/2005

12/01/2009

Common Stock

4,000

10,000

02/04/2002

02/04/2010

Common Stock

1,500

02/04/2003

02/04/2010

Common Stock

1,500

02/04/2004

02/04/2010

Common Stock

1,500

02/04/2005

02/04/2010

Common Stock

1,500

02/04/2006

02/04/2010

Common Stock

4,000

10,000

02/02/2002

02/02/2011

Common Stock

5,000

02/02/2003

02/02/2011

Common Stock

5,000

02/02/2004

02/02/2011

Common Stock

5,000

02/02/2005

02/02/2011

Common Stock

5,000

20,000

02/01/2003

02/01/2012

Common Stock

5,000

02/01/2004

02/01/2012

Common Stock

5,000

02/01/2005

02/01/2012

Common Stock

5,000

02/01/2006

02/01/2012

Common Stock

5,000

20,000

02/07/2004

02/07/2013

Common Stock

2,500

02/07/2005

02/07/2013

Common Stock

2,500

02/07/2006

02/07/2013

Common Stock

2,500

02/07/2007

02/07/2013

Common Stock

2,500

10,000

(3)

Common Stock

3,058

(3)

Explanation of Responses:

(1) Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator dated December 31, 1002. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month).

(2) In accordance with the Shareholder Rights Plan adopted by the Company on February 3, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

(3) Phantom shares accrued under the Temple-Inland Inc. Stock Deferral and Payment Plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person’s retirement.

(4) Restricted shares acquired through an award under the Temple-Inland Inc. 2001 Stock Incentive Plan.

Leslie K. O’Neal signed on behalf of Louis R. Brill		02/10/2003
**Signature of Reporting Person		Date

**		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.

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