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^*

COTTRELL GREGORY BETHEA

(Last)

(First)

(Middle)

340 OLD MOUNTAIN ROAD

(Street)

POWDER SPRINGS

30127

(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)
	Vice President Recovered Fiber

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		6,601	D	$0.1⁽⁶⁾	0	I	401 (k) Plan
Common Stock	08/20/2009		S		33,310	D	$0.1⁽³⁾	0	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)
2004 NQSO's	$17.05	08/20/2009		E			5,000	08/08/1988⁽¹⁾	12/01/2014	common stock	5,000	$0	0	D
1998 ISO	$34	08/20/2009		E			1,861	04/20/2002	04/20/2008	common stock	1,861	$0	0	D
1998 ISO	$40.8	08/20/2009		E			1,347	04/20/2002	04/20/2008	common stock	1,347	$0	0	D
1999 ISO	$30.9	08/20/2009		E			1,461	02/04/1999	02/04/2009	common stock	1,461	$0	0	D
1999 ISO	$25.75	08/20/2009		E			2,435	02/04/1999	02/04/2009	common stock	2,435	$0	0	D
2000 ISO	$21.525	08/20/2009		E			3,166	02/09/2005	02/09/2010	common stock	3,166	$0	0	D
2000 ISO	$17.9375	08/20/2009		E			3,230	02/09/2005	02/09/2010	common stock	3,230	$0	0	D
2003 NQSO's	$8.17	08/20/2009		E			4,500	08/08/1998⁽²⁾	08/14/2013	common stock	4,500	$0	0	D
2005 NQSO's	$10.59	08/20/2009		E			6,000	⁽⁴⁾	03/02/2016	Common Stock	6,000	$0	0	D
2007 NQSO's	$4.03	08/20/2009		E			25,000	⁽⁵⁾	09/07/2017	Common Stock	25,000	$0	0	D

Explanation of Responses:

1. 5,000 options vested.

2. 4,500 options vested.

3. Restricted shares issued pursuant to the Long-Term Equity Incentive Plan.

4. 1,500 options vested; 1,500 options vesting each year March 2, 2008 through March 2, 2010.

5. 12,500 options vesting each year September 7, 2009 through September 7, 2010.

6. Consideration received in connection with the cancellation of shares pursuant to the 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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