GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2010

Feb 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2010-02-18

Reporting Person: SCHEIBLE DAVID W (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-18	Performance-Based Resticted Stock Units	$0.00	A	639811	Acquired		Common Stock (639811)	Direct
2010-02-18	Service-Based Resticted Stock Units	$0.00	A	286016	Acquired		Common Stock (286016)	Direct

Footnotes

F1: Performance-Based Restricted Stock Units and Service-Based Restricted Stock Units vest and become payable on the third anniversary of the date of grant, except in cases of death, disability, retirement, involuntary termination or change in control.

F2: Performance-Based Restricted Stock Units and Service-Based Restricted Stock Units terminate upon their payout 1/3 in cash and 2/3 in shares of common stock.

F3: This number represents payout at target. Actual payout may be adjusted up or down depending upon achievement of performance targets.