Edgar Filing: Yost Joseph P

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Yost Joseph P

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2009

3. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING HOLDING CO [GPK]

(Last)

(First)

(Middle)

814 LIVINGSTON COURT

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Supply Chain

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MARIETTA,Â GAÂ 30067

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,882	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	9,072	$ 0	D	Â
Performanced-Based Restricted Stock Units	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	67,377 ⁽⁵⁾	$ 0	D	Â
Service-Based Restricted Stock Units	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	33,688	$ 0	D	Â
Performanced-Based Restricted Stock Units	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	31,447 ⁽⁵⁾	$ 0	D	Â
Service-Based Restricted Stock Units	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	15,723	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Yost Joseph P 814 LIVINGSTON COURT MARIETTA,Â GAÂ 30067	Â	Â	Â SVP, Supply Chain	Â

Signatures

Joseph P. Yost By: Laura Lynn Smith Attorney-in-fact		06/15/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted stock units will vest on the second anniversary of the date of grant. Shares are payable on the fourth anniversary of the date of grant or upon the occurrence of death, disability, retirement or involuntary termination without cause.
(2)	The restricted stock units terminate upon the delivery of shares as described in footnote 1.
(3)	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.
(4)	Performance-Based Restricted Stock Units and Service-Based Restricted Stock Units terminate upon their payout 1/3 in cash and 2/3 in shares of common stock.
(5)	This number represents payout at target. Actual payout may be adjusted up or down depending upon achievement of performance targets.

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