GRAPHIC PACKAGING HOLDING CO — Director's Dealing 2019

May 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAPHIC PACKAGING HOLDING CO (GPK)
CIK: 0001408075
Period of Report: 2019-05-01

Reporting Person: Panayiotou Stacey J. (EVP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-01	Service-Based Restricted Stock Units	$0.00	A	18979	Acquired	2022-02-21	Common Stock (18979)	Direct
2019-05-01	Performance-Based Restricted Stock Units	$0.00	A	37957	Acquired	2022-02-21	Common Stock (37957)	Direct
2019-05-01	Service-Based Restricted Stock Units	$0.00	A	51094	Acquired		Common Stock (51094)	Direct

Footnotes

F1: The Restricted Stock Units vest and become payable on February 21, 2022, except in the event of of death, disability, retirement, involuntary termination or change in control.

F2: The Restricted Stock Units expire upon the conversion and payment in shares of the Company's Common Stock as described under "Date Exercisable."

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

F4: The Restricted Stock Units vest and become payable in three equal annual installments on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement or involuntary termination without cause.