-----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, TmaX0JK/VV6tlTy/cikBzNy4D66HB2URwUXtvJhk/Brd1YkPYqkyx5DE5laKMfel N4DzSJeqhryq8slPjoYryQ== 0001181431-10-063672.txt : 20101227 0001181431-10-063672.hdr.sgml : 20101224 20101227192119 ACCESSION NUMBER: 0001181431-10-063672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101227 FILED AS OF DATE: 20101227 DATE AS OF CHANGE: 20101227 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: 101274744 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 rrd294832.xml DISPOSITION IN MERGER X0303 4 2010-12-27 1 0001295976 Cellu Tissue Holdings, Inc. CLU 0001481168 Taylor Russell Clyde 1855 LOCKEWAY DRIVE SUITE 501 ALPHARETTA GA 30004 1 1 0 0 President, CEO Comon Stock 2010-12-27 4 D 0 691741 12.00 D 0 I By LLC Employee Stock Option 5.28 2010-12-27 4 D 0 96010 D 2019-04-13 Common Stock 96010 0 D Employee Stock Option 11.45 2010-12-27 4 D 0 69814 D 2020-01-27 Common Stock 69814 0 D On December 27, 2010, a wholly owned subsidiary of Clearwater Paper Corporation merged with Cellu Tissue Holdings, Inc. pursuant to a merger agreement entered into between Clearwater Paper and Cellu Tissue on September 15, 2010 (the "Merger"), as more fully described in the Cellu Tissue proxy statement dated December 1, 2010 filed with the SEC. Each share of common stock of Cellu Tissue was converted into $12.00 in cash. Cellu Tissue board of directors approved the disposition by the Reporting Person in the Merger. Reporting person disclaims beneficial interest in the securities held by the LLC except to the extent of his pecuniary interest. In connection with the Merger, each outstanding Cellu Tissue option to purchase shares of common stock, whether or not vested, was cancelled and Reporting Person received a cash payment in an amount equal to the number of shares of common stock represented by each option, vested or unvested, multiplied by the excess, if any, of $12.00 over the exercise price per share under each option. Reporting Person's disposition of options in the Merger was approved by the Cellu Tissue board of directors. /s/ W. Edwin Litton, Power of Attorney 2010-12-27 -----END PRIVACY-ENHANCED MESSAGE-----