-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwQxZhj0J4CtWbQsahayQ8PLH0mruMzKGGwftxCZbrnJZeBXXJ48AsuCo1LFySJw YazUq40SSvSmq4JJtIpZ2g== 0001181431-10-005139.txt : 20100128 0001181431-10-005139.hdr.sgml : 20100128 20100128153659 ACCESSION NUMBER: 0001181431-10-005139 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100127 FILED AS OF DATE: 20100128 DATE AS OF CHANGE: 20100128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Russell Clyde CENTRAL INDEX KEY: 0001481168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34606 FILM NUMBER: 10553826 MAIL ADDRESS: STREET 1: 1855 LOCKEWAY DRIVE STREET 2: SUITE 501 CITY: ALPHARETTA STATE: GA ZIP: 30004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cellu Tissue Holdings, Inc. CENTRAL INDEX KEY: 0001295976 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 061346495 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 3442 FRANCIS ROAD STREET 2: SUITE 220 CITY: ALPHARETTA STATE: GA ZIP: 30004 BUSINESS PHONE: (678)393-2651 MAIL ADDRESS: STREET 1: 3442 FRANCIS ROAD STREET 2: SUITE 220 CITY: ALPHARETTA STATE: GA ZIP: 30004 4 1 rrd263821.xml IPO CONVERT/GRANTS X0303 4 2010-01-27 0 0001295976 Cellu Tissue Holdings, Inc. CLU 0001481168 Taylor Russell Clyde 1855 LOCKEWAY DRIVE SUITE 501 ALPHARETTA GA 30004 1 1 0 0 President, CEO Common Stock 2010-01-27 4 C 0 15084 A 15084 D Common Stock 2010-01-27 4 C 0 618472 A 618472 I By Trust Common Stock 2010-01-27 4 C 0 602612 A 602612 I By LLC Common Stock 2010-01-27 4 C 0 94455 A 697067 I By LLC Common Stock 2010-01-27 4 C 0 631927 A 1328994 I By LLC Common Stock 2010-01-27 4 S 0 637253 13 D 691741 I By LLC Series A Preferred Stock 2010-01-27 4 C 0 15084 D Common Stock 15084 0 D Series A Preferred Stock 2010-01-27 4 C 0 618472 D Common Stock 618472 0 I By Trust Series A Preferred Stock 2010-01-27 4 C 0 602612 D Common Stock 602612 0 I By LLC Series B Preferred Stock 2010-01-27 4 C 0 94455 D Common Stock 94455 0 I By LLC Common Stock 2010-01-27 4 C 0 631927 D Common Stock 631927 0 I By LLC Employee Stock Option 5.28 2010-01-27 4 J 0 96010 0 D 2019-04-13 Common Stock 96010 0 D Employee Stock Option 5.28 2010-01-27 4 J 0 96010 0 A 2019-04-13 Common Stock 96010 96010 D Employee Stock Option 11.45 2010-01-27 4 A 0 69814 0 A 2020-01-27 Common Stock 69814 69814 D Series A Preferred Stock of Cellu Parent Corporation was converted into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010. Series B Preferred Stock of Cellu Parent Corporation was converted into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010. Reporting person was granted these shares of Restricted Stock in Cellu Parent Corporation on June 12, 2006, of which 75% had vested. Pursuant to the terms of the reorganization transactions that was consummated in connection with the Issuer's initial public offering and upon the closing of the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation Common Stock was exchanged for fully vested shares of Issuer Common Stock. Reporting person held an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that was consummated in connection with the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation options were exchanged for options to purchase Issuer Common Stock. Upon the closing of the Issuer's initial public offering and on the date of the exchange, options to purchase 31,175 shares were fully vested and options for the remaining shares will vest as to 33.33% of the shares each year beginning on the first anniversary date of the closing of the Issuer's initial public offering. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. Stock option grant under the Issuer's 2010 Equity Compensation Plan. Vests in four equal installments annually beginning on January 27, 2011. /s/ W. Edwin Litton, Power of Attorney 2010-01-28 -----END PRIVACY-ENHANCED MESSAGE-----