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^*

HINRICHS CHARLES A

(Last)

(First)

(Middle)

8182 MARYLAND AVENUE

(Street)

CLAYTON

63105-7568

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMURFIT STONE CONTAINER CORP [ SSCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2007

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	02/28/2007	02/28/2007	S⁽¹⁾		2,386	D	$12.3682	7,361	D
Restricted Stock Units	02/26/2007	02/26/2007	A⁽²⁾		8,000	A	$0	42,390	D
Restricted Stock Units	02/28/2007	02/28/2007	J⁽³⁾		12,069	A	$10.83⁽⁴⁾	52,073	D
Common Stock								14,938.2826	I	401(k) Plan

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 Option	$12.75	02/26/2007	02/26/2007	A⁽⁵⁾		24,000		02/26/2010⁽⁶⁾	02/26/2017	Common Stock	24,000	$0	24,000	D

Explanation of Responses:

1. These shares were acquired by the reporting person when Restricted Stock Units held for three years were converted to shares of the Company's common stock, and were sold once converted pursuant to the election of the reporting person

2. Restricted Stock Units granted under the Company's 2004 Long Term Incentive Plan. One-third of the RSUs vest on each of the first, second and third anniversaries of the grant date, but, except in the event of retirement, disability or severance, none of them will be converted to shares until the third anniversary of the grant date.

3. Restricted Stock Units granted under the Company's Management Incentive Plan, consisting of employee-directed deferral of earned bonus, and Company premium. The RSUs convert to shares of common stock on the third anniversary of the award date. The Company premium RSUs vest one-third each year on the first, second and third anniversary of the award date but, except in the event of disability or severence, none of them will be converted to shares until the third anniversary of the award date.

4. Restricted Stock Units awarded on this date under the Company's 2006 Management Incentive Plan were priced at the average closing price for the last five trading days of January 2007.

5. Options granted pursuant to Smurfit-Stone Container Corporation 2004 Long Term Incentive Plan.

6. One-third of these options vest on each anniversary of the grant date, but the options are not exercisable until the third anniversary of the grant date.

	Craig A. Hunt	02/28/2007
	** 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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