GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2016-02-26

Reporting Person: Yost Joseph P (SVP, Global Beverage & Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock	M	83423	$0.00	Acquired	336321	Direct
2016-02-26	Common Stock	F	28188	$12.33	Disposed	308133	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-26	Performance-Based Restricted Stock Units	$0.00	M	47535	Disposed	2016-02-26	Common Stock (59656)	Direct
2016-02-26	Service-Based Restricted Stock Units	$0.00	M	23767	Disposed	2016-02-26	Common Stock (23767)	Direct

Footnotes

F1: Based on the performance of the Company, each Performance-Based Restricted Stock Unit pays out in 1.255 shares of Common Stock.