Edgar Filing: THOMAS LEE M

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

Lee M. Thomas Form 4 - 01/31/03

1. Name and Address of Reporting Person*

Thomas, Lee M.

2. Issuer Name and Ticker or Trading Symbol

GEORGIA-PACIFIC CORPORATION (GP)

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

Director

10% Owner

Officer (give
title below)

Other (specify
below)

President

(Last) (First) (Middle)

133 Peachtree Street, N.E.

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

1/31/03

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment,
Date of Original
(Month/Day/Year)

Form filed by One Reporting Person

(Street)

Atlanta, Georgia 30303

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I --Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date

  (Month/
    Day/
   Year)

2A.
Deemed
Execution
Date, if
any

  (Month/
    Day/
   Year)

3. Trans-
    action
    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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

  (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Owner-
    ship

   (Instr. 4)

Code

Amount

(A)
or
(D)

Price

Georgia-Pacific Common Stock

19,828.000
(1)

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).		Page 1 of 3 pages
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FORM 4 (continued)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

EMPLOYEE STOCK OPTION (right to buy GP) -- 1995 SVIP

$28.650

(2)

03/31/05

Georgia-Pacific Common Stock

24,000.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1996 SVIP

$25.840

(3)

01/31/06

Georgia-Pacific Common Stock

39,600.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1997 SVIP

$26.420

(4)

02/02/07

Georgia-Pacific Common Stock

50,200.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1998 LTIP

$28.210

(5)

01/28/08

Georgia-Pacific Common Stock

64,600.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 1999 LTIP

$32.170

(6)

01/27/09

Georgia-Pacific Common Stock

52,800.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2000 LTIP

$41.590

(7)

01/20/10

Georgia-Pacific Common Stock

42,100.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2001 LTIP

$29.470

(8)

01/28/11

Georgia-Pacific Common Stock

76,350.000

EMPLOYEE STOCK OPTION (right to buy GP) -- 2002 LTIP

$24.440

01/31/03
(9)

01/30/12

Georgia-Pacific Common Stock

160,000.000

STOCK APPRECIATION RIGHT - 2003

$15.220

01/31/03

319,500.000

01/31/04

01/30/13

Georgia-Pacific Common Stock

319,500.000

Explanation of Responses:

See continuation page(s) for footnotes.

		/s/ Lee M. Thomas	February 4, 2003

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	LEE M. THOMAS

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					Page 2 of 3

Lee M. Thomas 133 Peachtree Street, NE Atlanta, Georgia 30303		Georgia-Pacific Corporation (GP) January 31, 2003	Page 3 of 3 pages

(1)	Includes award of shares pursuant to performance rights granted under the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan.

(2)	Under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, these options vested effective 04/01/98.

(3)	Under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, these options vested effective 02/01/99.

(4)	Under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, these options vested effective 02/03/00.

(5)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 29, 1999, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 28, 2008.

(6)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 28, 2000, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 27, 2009.

(7)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 21, 2001, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 20, 2010.

(8)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 29, 2002, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 28, 2011.

(9)	Under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, granted options vest in three annual installments beginning January 31, 2003, and may be exercised (to the extent vested) beginning on such vesting date and continuing to January 30, 2012.