Brian R Gamache Form 4 KAPSTONE PAPER & PACKAGING / BRIAN R GAMACHE ownership change

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^*

GAMACHE BRIAN R

(Last) (First) (Middle)

C/O KAPSTONE PAPER AND PACKAGING CORP.

1101 SKOKIE BLVD., STE. 300

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KAPSTONE PAPER & PACKAGING CORP [ KS ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/30/2018		M		5,948	A	$4.68	55,661	D
Common Stock	10/30/2018		F(1)		796	D	$34.99	54,865	D
Common Stock	10/30/2018		M		7,526	A	$7.305	62,391	D
Common Stock	10/30/2018		F(1)		1,572	D	$34.99	60,819	D
Common Stock	10/30/2018		M		6,550	A	$8.875	67,369	D
Common Stock	10/30/2018		F(1)		1,662	D	$34.985	65,707	D
Common Stock	10/30/2018		M		5,508	A	$13.825	71,215	D
Common Stock	10/30/2018		F(1)		2,177	D	$34.985	69,038	D
Common Stock	10/30/2018		M		4,098	A	$30.41	73,136	D
Common Stock	10/30/2018		F(1)		3,563	D	$34.98	69,573	D
Common Stock	10/30/2018		M		4,216	A	$31.89	73,789	D
Common Stock	10/30/2018		F(1)		3,843	D	$34.99	69,946	D
Common Stock	10/30/2018		M		4,558	A	$12.72	74,504	D
Common Stock	10/30/2018		F(1)		1,657	D	$34.99	72,847	D
Common Stock	10/30/2018		M		5,458	A	$22.195	78,305	D
Common Stock	10/30/2018		F(1)		3,463	D	$34.99	74,842	D
Common Stock								100	I	By Trust For Son

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.68	10/30/2018		M			5,948	(2)	05/27/2020	Common Stock	5,948	$0	0	D
Stock Option (Right to Buy)	$7.305	10/30/2018		M			7,526	(3)	03/03/2021	Common Stock	7,526	$0	0	D
Stock Option (Right to Buy)	$8.875	10/30/2018		M			6,550	(4)	03/07/2022	Common Stock	6,550	$0	0	D
Stock Option (Right to Buy)	$13.825	10/30/2018		M			5,508	(5)	03/06/2023	Common Stock	5,508	$0	0	D
Stock Option (Right to Buy)	$30.41	10/30/2018		M			4,098	(6)	03/12/2024	Common Stock	4,098	$0	0	D
Stock Option (Right to Buy)	$31.89	10/30/2018		M			4,216	(7)	03/26/2025	Common Stock	4,216	$0	0	D
Stock Option (Right to Buy)	$12.72	10/30/2018		M			4,558	(8)	03/18/2026	Common Stock	4,558	$0	4,558	D
Stock Option (Right to Buy)	$22.195	10/30/2018		M			5,458	03/07/2018(9)	03/07/2027	Common Stock	5,458	$0	0	D

Explanation of Responses:

1. Represents a "net exercise" of stock options. These shares were withheld for payment of the exercise price and applicable taxes.

2. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on May 27, 2010.

3. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 3, 2011.

4. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 7, 2012.

5. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 6, 2013.

6. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 12, 2014.

7. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 26, 2015.

8. The options vested 50% on the second anniversary of the grant date and the remaining 50% will vest on the third anniversary of the grant date. They were granted on March 18, 2016.

9. The options vested 100% on the first anniversary of the grant date. They were granted on March 7, 2017.

	/s/ Timothy W. Schmidt, Attorney-in-Fact	11/01/2018
	** Signature of Reporting Person	Date
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