SEC FORM 4

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

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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^*

KEOUGH MICHAEL J

(Last)

(First)

(Middle)

5000 AUSTELL-POWDER SPRINGS ROAD

SUITE 300

(Street)

AUSTELL

30106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARAUSTAR INDUSTRIES INC [ CSAR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2009		S		187,335	D	$0.1⁽⁸⁾	0	D
Common Stock	08/20/2009		S		10,500	D	$0.1	0	I	Family Living Trust⁽¹⁾
Class A Stock⁽⁹⁾	08/20/2009		P		21	A	$0⁽⁹⁾	21	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2002 NQSO's	$8.65	08/20/2009		E			60,000	08/08/1988⁽²⁾	03/04/2012	Common Stock	60,000	$0	0	D
2003 NQSO's	$8.17	08/20/2009		E			16,000	08/08/1988⁽³⁾	08/14/2013	Common Stock	16,000	$0	0	D
2004 NQSO's	$17.05	08/20/2009		E			40,000	08/08/1988⁽⁴⁾	12/01/2014	Common Stock	40,000	$0	0	D
2004 NQSO's	$17.05	08/20/2009		E			25,000	⁽⁵⁾	12/01/2014	Common Stock	25,000	$0	0	D
2005 NQSO's	$10.59	08/20/2009		E			15,000	⁽⁶⁾	03/02/2016	Common Stock	15,000	$0	0	D
2007 NQSO's	$4.03	08/20/2009		E			89,300	⁽⁷⁾	09/07/2017	Common Stock	89,300	$0	0	D

Explanation of Responses:

1. These shares are held in trust. Mr. Keough and his wife are co-trustees with the surviving spouse as beneficiary.

2. 60,000 options vested.

3. 16,000 options vested.

4. 40,000 options vested.

5. 12,500 options vested; 6,250 options vesting each year December 1, 2007 through December 1, 2008.

6. 3,750 options vested; 3,750 options vesting each year March 2, 2008 through March 2, 2010.

7. 44,650 shares vesting each year September 7, 2009 through September 7, 2010.

8. Consideration received in connection with the cancellation of shares pursuant to the company's joint plan of reorganization.

9. Reporting person received Class A stock in exchange for cancellation of senior notes in accordance with company's joint plan of reorganization.

	/s/ Torch Williams, as attorney in fact	08/24/2009
	** 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).
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