SEC Info - Rettig Rainer - ‘4’ for 6/1/23 re: Mercer International Inc.

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rettig Rainer

2. Issuer Name and Ticker or Trading Symbol
MERCER INTERNATIONAL INC. [MERC]

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)

SUITE 1120, 700 WEST PENDER STREET

3. Date of Earliest Transaction (Month/Day/Year)
6/1/23

(Street)

VANCOUVER, A1 V6C 1G8

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)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

Amount

(A) or (D)

Price

Common Stock

6/1/23

1,925 ⁽¹⁾

$ 0

15,388

Common Stock

6/1/23

11,548 ⁽²⁾

$ 0

26,936

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

Rettig Rainer
SUITE 1120, 700 WEST PENDER STREET
VANCOUVER, A1 V6C 1G8

Signatures

/s/ Rainer Rettig

6/2/23

^**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)

Represents a restricted stock award by Mercer International Inc. ("Mercer") as a quarterly equity grant to the Reporting Person under Mercer's non-employee director compensation program and Amended and Restated 2022 Stock Incentive Plan as amended (the "Plan") in connection with his role as a director of Mercer for the period from April 1, 2023 to May 31, 2023. These shares vest on the one-year anniversary of the grant date. Mercer subsequently transitioned its non-employee director compensation program from quarterly on a calendar year basis to a program based on the one-year period between annual general meetings, being the general term of office of directors.

(2)

Represents a restricted stock award by Mercer to the Reporting Person under Mercer's non-employee director compensation program and the Plan in respect of the board term commencing May 31, 2023 and ending at its next regularly scheduled annual general meeting in 2024. These shares vest on the earlier of the one-year anniversary of the grant date or the date of the next regularly scheduled annual general meeting in 2024.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Rettig Rainer – ‘4’ for 6/1/23 re: Mercer International Inc.

On: Friday, 6/2/23, at 8:14pm ET · For: 6/1/23 · As: Director · Accession #: 1522288-23-4 · File #: 0-51826

Previous ‘4’: ‘4’ on 5/2/23 for 5/1/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Rettig Rainer – ‘4’ for 6/1/23 re: Mercer International Inc.

On: Friday, 6/2/23, at 8:14pm ET · For: 6/1/23 · As: Director · Accession #: 1522288-23-4 · File #: 0-51826

Previous ‘4’: ‘4’ on 5/2/23 for 5/1/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents