GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2011-02-18

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Performance-Based Restricted Stock Units	$0.00	A	525477	Acquired		Common Stock (525477)	Direct
2011-02-18	Service-Based Restricted Stock Units	$0.00	A	237068	Acquired		Common Stock (237068)	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.

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