UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OLD TOWN S.A. 22-24 BOULEVARD ROYAL LUXEMBOURG, N4 L-2449 |
 |  X |  |  |
/s/ Peter J. Rothenberg, Attorney-in-Fact | 02/11/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Pursuant to a merger of Graphic Packaging Corporation ("Graphic") with and into Giant Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of New Giant Corporation ("New Giant"), each share of Graphic owned by OLD TOWN S.A., formerly known as EXOR GROUP S.A. ("OLD TOWN"), prior to the merger was converted into the right to receive one share of New Giant. Upon effectiveness of the merger, New Giant then changed its name to Graphic Packaging Holding Company, Inc. (the "Issuer"). The merger is described in the Form S-4/A filed by the Issuer on December 6, 2007. As a result of the merger which was effective on March 10, 2008, the 34,222,500 shares of Graphic common stock beneficially owned by OLD TOWN at such time were converted into 34,222,500 shares of Issuer common stock. |