SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* OConnor William K (Last) (First) (Middle) 3460 PRESTON RIDGE ROAD (Street) ALPHARETTA GA 30005 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Neenah Paper Inc [ NP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2004		J(1)		291	A	(1)	291	D
Common Stock	12/01/2004		J(2)		3,001	A	(2)	3,292	D
Common Stock	12/01/2004		J(1)		1.402	A	(1)	1.402(3)	I	Incentive Investment Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)(4)	$30.1497	12/01/2004		A		8,348		12/01/2004	02/25/2008	Common Stock	8,348	(4)	8,348	D
Stock Option (Right to Buy)(4)	$37.5944	12/01/2004		A		11,131		12/01/2004	02/21/2011	Common Stock	11,131	(4)	11,131	D
Stock Option (Right to Buy)(4)	$32.8729	12/01/2004		A		7,420		(5)	02/17/2012	Common Stock	7,420	(4)	7,420	D
Stock Option (Right to Buy)(4)	$24.0066	12/01/2004		A		12,987		(6)	02/16/2013	Common Stock	12,987	(4)	12,987	D

Explanation of Responses:

1. Shares distributed to reporting person in connection with pro-rata distribution of the Issuer's shares to the stockholders of Kimberly-Clark Corporation.

2. Shares issued by Issuer to replace shares of Kimberly-Clark Corporation restricted stock that were forfeited as a result of the spin-off of the Issuer from Kimberly-Clark Corporation.

3. Number of shares held by the Trustee of the Neenah Paper Incentive Investment Plans and beneficially owned by the reporting person as of a recent practicable date.

4. Employee stock option granted under Neenah Paper's Omnibus Stock and Incentive Plan, to replace stock option previously issued to the reporting person under the Kimberly-Clark Corporation 1992 or 2001 Equity Participation Plans.

5. The replacement options are exercisable on the same vesting schedule as the Kimberly-Clark options they replaced; after the end of one year from February 18, 2002, the date of the original grant under the Kimberly-Clark equity participation plan, they may be exercised as to 30 percent or less of the total shares subject to options, after the end of the second year, an additional 30 percent, and after the end of the third year, all options may be exercised.

6. The replacement options are exercisable on the same vesting schedule as the Kimberly-Clark options they replaced; after the end of one year from February 17, 2003 the date of the original grant under the Kimberly-Clark equity participation plan, they may be exercised as to 30 percent or less of the total shares subject to options, after the end of the second year, an additional 30 percent, and after the end of the third year, all options may be exercised.

Remarks:

	Steven S. Heinrichs as attorney-in-fact for William K. O'Connor	12/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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