Edgar Filing: SWARTZ JEFFREY B

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SWARTZ JEFFREY B

2. Issuer Name and Ticker or Trading Symbol
TIMBERLAND CO [TBL]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

200 DOMAIN DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2011

(Street)

STRATHAM, NH 03885

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/13/2011		D		735,996	D	$ 43 ⁽⁵⁾	0	D
Class A Common Stock	09/13/2011		D		31,200	D	$ 43 ⁽⁵⁾	0	I	By Self As Custodian
Class A Common Stock	09/13/2011		D		87,204	D	$ 43 ⁽⁵⁾	0	I	By Spouse ⁽²⁾
Class A Common Stock	09/13/2011		D		278,204	D	$ 43 ⁽⁵⁾	0	I	By Swartz Trust ⁽⁴⁾

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

Non-qualified Stock Option (Right to Buy)

$ 9.34

09/13/2011

284,560

03/04/2010

03/05/2019

Class A Common Stock

$ 43 ⁽⁶⁾

Non-qualified Stock Option (Right to Buy)

$ 15.19

09/13/2011

5,450

02/25/2000

02/25/2009

Class A Common Stock

$ 43 ⁽⁶⁾

Non-qualified Stock Option (Right to Buy)

$ 19.45

09/13/2011

113,489

03/04/2012

03/04/2020

Class A Common Stock

$ 43 ⁽⁶⁾

Non-qualified Stock Option (Right to Buy)

$ 19.485

09/13/2011

90,000

03/06/2004

03/06/2013

Class A Common Stock

$ 43 ⁽⁶⁾

Non-qualified Stock Option (Right to Buy)

$ 31.29

09/13/2011

150,000

03/03/2005

03/03/2014

Class A Common Stock

$ 43 ⁽⁶⁾

Class B Common Stock

⁽³⁾

09/13/2011

64,380

⁽³⁾

Class A Common Stock

$ 43 ⁽⁵⁾

Class B Common Stock

⁽³⁾

09/13/2011

183,484

⁽³⁾

Class A Common Stock

$ 43 ⁽⁵⁾

By Self As Custodian ⁽¹⁾

Class B Common Stock

⁽³⁾

09/13/2011

3,220,612

⁽³⁾

Class A Common Stock

$ 43 ⁽⁵⁾

By Swartz Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SWARTZ JEFFREY B 200 DOMAIN DRIVE STRATHAM, NH 03885	X	X	President and CEO

Signatures

/s/Danette Wineberg, attorney-in-fact for Jeffrey B. Swartz		09/22/2011
^**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)	The Reporting Person, as custodian for his sons, Daniel, Samuel and Noah Swartz, under the MA Uniform Gifts to Minors Act, holds the following shares for his sons: 15,600 shares each for Daniel and Samuel Swartz of Class A Common Stock.
(2)	Reporting Person's spouse received shares as a gift. Reporting Person disclaims ownership of these shares.
(3)	The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. Previously this was reported on Table I but will in future filings be reported on Table II.
(4)	The Reporting Person is one of the beneficiaries of The Sidney W. Swartz 1982 Family Trust, which Trust holds 278,204 shares of Class A Common Stock and 3,220,612 shares Class B.
(5)	These shares were disposed of pursuant to the merger agreement between the issuer and VF Corporation at a per share buyout price of $43.00.
(6)	The option was cancelled as a result of the merger. A cash payment was made in lieu of the equity cancelled which represents the difference between the exercise price of the option and the per share buyout price of $43.00

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