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Filing Details

Accession Number:: 0001140361-13-014426
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-28 16:36:19
Reporting Period:: 2013-03-27

Filing Date:: 2013-03-28
Accepted Time:: 2013-03-28 16:36:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1408075	Graphic Packaging Holding Co	GPK	Paperboard Containers & Boxes (2650)	260405422

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2013-03-27	14,152,144	$6.72	78,706,420	No	4	S	Indirect	See Explanation of Responses
Class A Common Stock	Disposition	2013-03-28	2,122,821	$6.72	76,583,599	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses

Footnotes

The price represents the public offering price of $7.00 per share less the underwriters' discount of $0.28 per share.
David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG GenPar IV Advisors LLC, a Delaware limited liability company ("TPG Advisors IV"), and (ii) TPG GenPar V Advisors, LLC a Delaware limited liability company ("TPG Advisors V").
TPG Advisors IV is the general partner of TPG GenPar IV, L.P., a Delaware limited partnership, which is the general partner of each of TPG Bluegrass IV - AIV 1, L.P., a Delaware limited partnership ("TPG IV-AIV 1"), and TPG Bluegrass IV - AIV 2, L.P., a Delaware limited partnership ("TPG IV-AIV 2"). TPG Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of each of TPG Bluegrass V - AIV 1, L.P., a Delaware limited partnership ("TPG V-AIV 1"), TPG Bluegrass V - AIV 2 L.P., a Delaware limited partnership ("TPG V-AIV 2"), TPG FOF V-A, L.P., a Delaware limited partnership ("TPG FOF V-A"), and TPG FOF V-B, L.P., a Delaware limited partnership ("TPG FOF V-B" and, together with TPG IV-AIV 1, TPG IV-AIV 2, TPG V-AIV 1, TPG V-AIV 2, and TPG FOF V-A, the "TPG Funds"). The TPG Funds hold the shares of Class A Common Stock of Graphic Packaging Holding Company reported herein (the "Shares").
Because of the Reporting Persons' respective relationships to the TPG Funds, the Reporting Persons may be deemed to beneficially own the Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares beneficially owned in excess of their respective pecuniary interests.