GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2010

Jun 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2010-05-20

Reporting Person: MacDougall Michael G. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-20	Common Stock	A	28301	$0.00	Acquired	126938	Direct

Footnotes

F1: Michael G. MacDougall is a partner of TPG Capital, L.P., which is affiliated with TPG Bluegrass IV - AIV 1, L.P.; TPG Bluegrass IV - AIV 2, L.P.; TPG Bluegrass V - AIV 1, L.P.; TPG Bluegrass V - AIV 2, L.P.; TPG FOF V - A, L.P.; and TPG FOF V - B, L.P. (collectively, the "TPG Funds"), which, collectively, directly hold 132,158,875 shares of common stock (the "Common Stock") of Graphic Packaging Holding Company (the "Issuer"). Mr. MacDougall disclaims beneficial ownership of the shares of Common Stock that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. MacDougall is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly held by the TPG Funds or any of their affiliates.