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* Ziessler Steven D (Last) (First) (Middle) 1855 LOCKEWAY DRIVE SUITE 501 (Street) ALPHARETTA GA 30004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cellu Tissue Holdings, Inc. [ CLU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Pres. Tissue & Mach-Gl, COO
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2010
	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	01/27/2010		C(1)		137,426	A	(1)	137,426	D
Common Stock	01/27/2010		C(2)		18,327	A	(2)	155,753	D
Common Stock	01/27/2010		C(3)		225,640	A	(3)	381,393	D
Common Stock	01/27/2010		S		123,841	D	$13	257,552	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	01/27/2010		C(1)			137,426	(1)	(1)	Common Stock	137,426	(1)	0	D
Series B Preferred Stock	(2)	01/27/2010		C(2)			18,327	(2)	(2)	Common Stock	18,327	(2)	0	D
Common Stock	(3)	01/27/2010		C(3)			225,640	(3)	(3)	Common Stock	225,640	(3)	0	D
Employee Stock Option	$5.28	01/27/2010		J(4)			138,662	(5)	04/13/2019	Common Stock	138,662	$0	0	D
Employee Stock Option	$5.28	01/27/2010		J(4)		138,662		(5)	04/13/2019	Common Stock	138,662	$0	138,662	D
Employee Stock Option	$11.45	01/27/2010		A		45,878		(6)	01/27/2020	Common Stock	45,878	$0	45,878	D

Explanation of Responses:

1. 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.

2. 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.

3. Reporting person was granted 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 were 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.

4. Reporting person held an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that were 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.

5. Upon the closing of the Issuer's initial public offering and on the date of the exchange, options to purchase 45,024 shares became 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.

6. 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	01/28/2010
	** Signature of Reporting Person	Date
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