GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2014

May 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2014-05-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-08	Common Stock	S	500	$10.45	Disposed	1046880	Direct
2014-05-09	Common Stock	S	74500	$10.4004	Disposed	972380	Direct

Footnotes

F1: The 74,500 shares were sold through separate trades, with the sale price ranging from $10.40 to $10.405, and a weighted average sale price of $10.4004. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission (the "SEC"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.