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 *
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)
02/17/2011
(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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units $ 0 02/17/2011   J   198,008 (1)     (2)   (2) Common Shares 198,008 $ 0 198,008 (3) D  
Performance Units $ 0 02/17/2011   J   92,883 (1)     (2)   (2) Common Shares 92,883 $ 0 155,154 (4) D  
Performance Units $ 0 02/17/2011   J   29,180 (5)     (6)   (6) Common shares 29,180 $ 0 87,410 (7) D  
Performance Units $ 0 02/17/2011   J   57,339 (1)     (2)   (2) Common Shares 57,339 $ 0 101,630 (8) D  
Performance Units $ 0 02/17/2011   J   51,565 (1)     (2)   (2) Common Shares 51,565 $ 0 91,430 (9) D  
Performance Units $ 0 02/17/2011   J   44,667 (1)     (2)   (2) Common Shares 44,667 $ 0 80,501 (10) D  
Performance Units $ 0 02/17/2011   J   42,695 (1)     (2)   (2) Common Shares 42,695 $ 0 74,136 (11) D  
Performance Units $ 0 02/17/2011   J   29,784 (1)     (2)   (2) Common Shares 29,784 $ 0 36,284 (12) D  
Performance Units $ 0 02/17/2011   J   27,865 (1)     (2)   (2) Common Shares 27,865 $ 0 34,365 (12) D  
Performance Units $ 0 02/17/2011   J   24,180 (1)     (2)   (2) Common Shares 24,180 $ 0 37,037 (13) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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 BRITISH COLUMBIA, A1 V6B 4N8
      Chief Executive Officer  
Isacsson Claes Inge
ESTBROTEVAGEN 16
SKARHOLMEN, V7 SE - 12741
      Chief Operating Officer  
Ridder Wolfram
AM EISENBUHL 7
SELBITZ, 2M D-95152
      VP of Business Development  
Nossol Leonhard
HAUPTSTRASSE #16
BLANKENSTEIN, 2M 7366
      Group Controller for Europe  
Cooper David Michael
SUITE 2840
650 WEST GEORGIA STREET
VANCOUVER, A1 V6B 4N8
      VP of Sales & Marketing Europe  
Heine Eric Xavier
650 WEST GEORGIA STREET
VANCOUVER, A1 V6B 4N8
      VP Sales & Marketing NA & Asia  
Short Richard George
SUITE 2840
650 WEST GEORGIA STREET
VANCOUVER, A1 V6B 4N8
      Controller  
MERWIN BRIAN
SUITE 2840
650 WEST GEORGIA STREET
VANCOUVER, A1 V6B 4N8
      VP Strategic Initiatives  
STANNUS GENEVIEVE
SUITE 2840
650 WEST GEORGIA STREET
VANCOUVER, A1 V6B 4N8
      Treasurer  

Signatures

 /s/ Jimmy S.H. Lee   02/22/2011
**Signature of Reporting Person Date

 /s/ David Gandossi   02/22/2011
**Signature of Reporting Person Date

 /s/ Claes-Inge Isacson   02/22/2011
**Signature of Reporting Person Date

 /s/ Wolfram Ridder   02/22/2011
**Signature of Reporting Person Date

 /s/ Leonhard Nossol   02/22/2011
**Signature of Reporting Person Date

 /s/ David Cooper   02/22/2011
**Signature of Reporting Person Date

 /s/ Eric X. Heine   02/22/2011
**Signature of Reporting Person Date

 /s/ Richard Short   02/22/2011
**Signature of Reporting Person Date

 /s/ Brian Merwin   02/22/2011
**Signature of Reporting Person Date

 /s/ Genevieve Stannus   02/22/2011
**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 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 are scheduled to vest annually between January 1, 2014 and January 1, 2016, depending upon the achievement of certain specified performance criteria including company performance, share price performamce and individual performance. In the event of a change of control, the performance units may vest earlier but remain subject to the performance criteria in determining the exact number of shares which will vest with the individual.
(2) One half of these perforamnce units are scheduled to vest on January 1, 2014, while the remaining performance units are scheduled to vest in equal amounts on January 1, 2015 and 2016, respectively.
(3) Mr. Lee also holds 116,460 restricted performance shares.
(4) 62,271 performance units previously granted are scheduled to vest on March 1, 2011.
(5) 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 are scheduled to vest on July 31, 2012, 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 performance units may vest earlier but remain subject to the performance criteria in determining the exact number of shares which will vest with the individual.
(6) The performance units are scheduled to vest on July 31, 2012.
(7) 58,230 performance units previously granted are scheduled to vest on March 1, 2011.
(8) 44,291 performance units previously granted are scheduled to vest on March 1, 2011.
(9) 39,865 performance units previously granted are scheduled to vest on March 1, 2011.
(10) 35,834 performance units previously granted are scheduled to vest on March 1, 2011.
(11) 31,441 performance units previously granted are scheduled to vest on March 1, 2011.
(12) 6,500 performance units previously granted are scheduled to vest on March 1, 2011.
(13) 12,857 performance units previously granted are scheduled to vest on March 1, 2011.

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