Edgar Filing: LEE JIMMY S H

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEE JIMMY S H

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
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

SUITE 2840, 650 WEST GEORGIA STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2008

(Street)

VANCOUVER, A1 V6B 4N8

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
			Code	V	Amount	(A) or (D)	Price
Restricted Performance Shares	02/18/2008		J		116,460 ⁽¹⁾	A	$ 8.19	116,460 ⁽¹⁾	D

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

Performance Units

$ 0

02/18/2008

62,271 ⁽²⁾

02/18/2011

Common Shares

62,271 ⁽²⁾

$ 8.19

62,271 ⁽²⁾ ⁽³⁾

Performance Units

$ 0

02/18/2008

58,230 ⁽²⁾

02/18/2011

Common Shares

58,230 ⁽²⁾

$ 8.19

58,230 ⁽²⁾ ⁽⁴⁾

Performance Units

$ 0

02/18/2008

44,291 ⁽²⁾

02/18/2011

Common Shares

44,291 ⁽²⁾

$ 8.19

44,291 ⁽²⁾ ⁽⁵⁾

Performance Units

$ 0

02/18/2008

39,865 ⁽²⁾

02/18/2011

Common Shares

39,865 ⁽²⁾

$ 8.19

39,865 ⁽²⁾ ⁽⁶⁾

Performance Units

$ 0

02/18/2008

31,441 ⁽²⁾

02/18/2011

Common Shares

31,441 ⁽²⁾

$ 8.19

31,441 ⁽²⁾ ⁽⁷⁾

Performance Units

$ 0

02/18/2008

17,582 ⁽²⁾

02/18/2011

Common Shares

17,582 ⁽²⁾

$ 8.19

17,582 ⁽²⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEE JIMMY S H SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8	X		Chief Executive Officer
GANDOSSI DAVID M SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			Chief Financial Officer
Isacsson Claes Inge SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			Chief Operating Officer
Ridder Wolfram SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			Vice President Business Dev.
Nossol Leonhard SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			Group Controller for Europe
Heine Eric Xavier SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			VP Sales & Marketing NA & Asia
Ure David Kent SUITE 2840 650 WEST GEORGIA STREET VANCOUVER, A1 V6B 4N8			Vice President, Controller

Signatures

/s/ Jimmy S.H. Lee		02/20/2008
^**Signature of Reporting Person		Date
/s/ David M. Gandossi		02/20/2008
^**Signature of Reporting Person		Date
/s/ Claes-Inge Isacson		02/20/2008
^**Signature of Reporting Person		Date
/s/ Wolfram Ridder		02/20/2008
^**Signature of Reporting Person		Date
/s/ Leonhard Nossol		02/20/2008
^**Signature of Reporting Person		Date
/s/ Eric Heine		02/20/2008
^**Signature of Reporting Person		Date
/s/ David Ure		02/20/2008
^**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)	This number of restricted performance shares represents the maximum number of shares of common stock of Mercer International Inc. to which the individual will be entitled. Each restricted performance share represents one share of common stock and up to the maximum number of shares will vest after three years, depending upon the achievement of certain specified performance criteria including company performance, share price performance and individual performance. In the event of a change of control, the restricted performance shares may vest earlier than three years but remain subject to the performance criteria in determining the exact number of shares which will vest with the individual.
(2)	This number of performance units represents the maximum number of shares of common stock of Mercer International Inc. to which the individual will be entitled. Each performance unit represents one share of common stock and up to the maximum number of shares will vest after three years, depending upon the achievement of certain specified perforamnce criteria including company performance, share price performance and individual performance. In the event of a change of control, the performance units may vest earlier than three years but remain subject to the performance criteria in determining the exact number of shares which will vest with the individual.
(3)	Mr. Gandossi also holds 30,000 restricted shares and options to acquire up to 100,000 shares of common stock of Mercer.
(4)	Mr. Isacson also holds 15,000 restricted shares of Mercer.
(5)	Mr. Ridder also holds 20,000 stock options of Mercer.
(6)	Mr. Nossol also holds 55,000 stock options of Mercer.
(7)	Mr. Heine also holds 10,000 restricted shares of Mercer.
(8)	Mr. Ure also holds 10,000 restricted shares of Mercer.

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.