X0203 3 2009-05-16 0 0001408075 GRAPHIC PACKAGING HOLDING CO GPK 0001465633 Yost Joseph P 814 LIVINGSTON COURT MARIETTA GA 30067 0 1 0 0 SVP, Supply Chain Common Stock 52882 D Restricted Stock Units 0.00 Common Stock 9072 D Performanced-Based Restricted Stock Units 0.00 Common Stock 67377 D Service-Based Restricted Stock Units 0.00 Common Stock 33688 D Performanced-Based Restricted Stock Units 0.00 Common Stock 31447 D Service-Based Restricted Stock Units 0.00 Common Stock 15723 D Restricted stock units will vest on the second anniversary of the date of grant. Shares are payable on the fourth anniversary of the date of grant or upon the occurrence of death, disability, retirement or involuntary termination without cause. The restricted stock units terminate upon the delivery of shares as described in footnote 1. Performance-Based Restricted Stock Units and Service-Based Restricted Stock Units vest and become payable on the third anniversary of the date of grant, except in cases of death, disability, retirement, involuntary termination or change in control. Performance-Based Restricted Stock Units and Service-Based Restricted Stock Units terminate upon their payout 1/3 in cash and 2/3 in shares of common stock. This number represents payout at target. Actual payout may be adjusted up or down depending upon achievement of performance targets. Joseph P. Yost By: Laura Lynn Smith Attorney-in-fact 2009-06-15