GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2014-02-25

Reporting Person: SCHMAL MICHAEL R (SVP, Beverage Packaging)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-25	Performance Based Restricted Stock Units	$0.00	A	30937	Acquired		Common Stock (30937)	Direct
2014-02-25	Service Based Restricted Stock Units	$0.00	A	15469	Acquired		Common Stock (15469)	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.