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^*

STURDIVANT DONALD W

(Last)

(First)

(Middle)

814 LIVINGSTON COURT

(Street)

MARIETTA

30067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING CORP [ GPK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Universal Packaging

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2003

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	08/08/2003		A		875	A	$0⁽²⁾	875	D
Common Stock	08/08/2003		A		2,851	A	$0⁽²⁾	2,851	I	See footnote⁽¹⁾

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)
Stock Options (Right to Buy)	$1.56⁽³⁾	08/08/2003		A		200,000		08/08/2003⁽⁴⁾	11/29/2010	Common Stock	200,000⁽³⁾	$0⁽⁵⁾	200,000	D
Stock Options (Right to Buy)	$6.83⁽³⁾	08/08/2003		A		82,765		08/08/2003⁽⁴⁾	08/31/2009	Common Stock	82,765⁽³⁾	$0⁽⁵⁾	82,765	D
Restricted Stock Unit (Right to Receive)	$0	08/08/2003		A		242,131		08/08/2006⁽⁶⁾	08/08/1988⁽⁷⁾	Common Stock	242,131	$0⁽⁸⁾	242,131	D

Explanation of Responses:

1. By 401(k) Plan.

2. Received in exchange for the same number of shares of common stock Graphic Packaging International Corporation in connection with the merger of Graphic Packaging International Corpoation into Riverwood Acquisition Sub LLC pursuant to the Agreement and Plan of Merger, dated March 25, 2003 among Riverwood Holding, Inc. (now Graphic Packaging Corporation, the Issuer), Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation (the Merger Agreement) (the Merger). The reporting person also canceled 242,131 shares of restricted stock of Graphic Packaging International Corporation and received 242,131 restricted units listed on Table II. On the effective date of the Merger (the Effective Date), the closing price of the common stock of Graphic Packaging International Corporation was $3.99 and the closing pric of the common stock of Graphic Packaging Corporation was $3.99. The two companies trade under the same symbol.

3. The reporting person may exercise these options at the exercise price listed in column 2 until the expiration date listed in column 6. Alternatively, pursuant to the terms of the Third Amended and Restated Employment Agreement entered into by Graphic Packaging International Corporation, any company controlled by, controlling, or under common control with the Company ("Affiliated Companies") and the reporting person (the "Employment Agreement") within 30 days of August 8, 2003, the reporting person may elect to cancel them and receive (i) new options that are exercisable until August 8, 2013 or (ii) for a cash payment of the amount of the spread between the then fair market value of the relevant shares subject to option and the exercise price of the option, measured as of August 8, 2003.

4. All options are vested and immediately exercisable.

5. Pursuant to the terms of (i) the Employment Agreement and (ii) the Merger Agreement, these options were received in the merger in exchange for options to purchase the same number of shares of Graphic Packaging International Corporation. These new options have the same terms (including exercise price) as the surrendered options except that (i) any options that remained unvested immediately prior to the Merger were replaced with vested options and (ii) the other differences set forth in footnote 3.

6. The restricted units vest in three equal annual installments, beginning on 8/8/04, subject to the reporting person's continued employment with the Issuer and subject to accelerated vesting in the event of a change in control or certain terminations. The shares of common stock deliverable in respect of the restricted units are not delivered until all such restricted units have vested, on this date, or earlier if such vesting results from a change in control or a certain termination.

7. Shares of common stock will be delivered in respect of restricted units as described in footnote 6.

8. Granted upon cancellation of 242,131 shares of restricted stock of Graphic Packaging International Corporation pursuant to the Employment Agreement and in connection with the Merger, as described in footnote 2.

	/s/ Donald W. Sturdivant	08/12/2003
	** Signature of Reporting Person	Date
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