Sec Form 4 Filing - Ellis Clay R @ INTERNATIONAL PAPER CO /NEW/ - 2025-02-03

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Ellis Clay R
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL PAPER CO /NEW/ [ IP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
C/O INTERNATIONAL PAPER COMPANY, 6400 POPLAR AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2025
(Street)
MEMPHIS, TN38197
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 02/03/2025 F 688 ( 1 ) D $ 55.63 50,419 ( 2 ) D
Common Stock 02/03/2025 F 550 ( 3 ) D $ 55.63 49,869 ( 2 ) ( 4 ) D
Common Stock 18,005 ( 2 ) ( 5 ) I By Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 7,133 7,133 ( 2 ) I By Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ellis Clay R
C/O INTERNATIONAL PAPER COMPANY
6400 POPLAR AVENUE
MEMPHIS, TN38197
Senior Vice President
Signatures
/s/ Amanda M. Jenkins, attorney-in-fact for Clayton R. Ellis 02/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover tax obligations related to the vesting of the second tranche of the 2023 Restricted Stock Unit Award granted on January 1, 2023.
( 2 )Share numbers rounded.
( 3 )Shares withheld to cover tax obligations related to the vesting of the first tranche of the 2024 Restricted Stock Unit Award granted on January 1, 2024.
( 4 )The total amount reported includes?previously credited dividends and dividend equivalents acquired in 2024. Dividends and dividend equivalents are acquired pursuant to a dividend reinvestment feature of the Company's Long-Term Incentive Plan. Dividend equivalents vest at the same time as the award to which they relate.
( 5 )Represents shares of International Paper common stock held through the International Paper Company Salaried Savings Plan. This information is based on a plan statement as of January 31, 2025.
( 6 )Represents common stock units (units) held in the non-funded International Paper Company Deferred Compensation Savings Plan (DCSP). Each unit represents one share of International Paper common stock. The number of units will vary as the price of the issuer's common stock varies. The units will be settled in cash upon termination of employment. This information is based on a plan statement as of January 31, 2025.

Remarks:
Power of Attorney on file.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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