Jean Francois Roche Form 3 GRAPHIC PACKAGING HOLDING / Jean Francois Roche ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Roche Jean Francois

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY

SUITE 100

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2019

3. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING HOLDING CO [ GPK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and President, EMEA

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Service-Based Restricted Stock Units	02/23/2020(1)	02/23/2020(2)	Common Stock	6,464	0.00	D
Performance-Based Restricted Stock Units	02/23/2020(1)	02/23/2020(2)	Common Stock	12,926(3)	0.00	D
Service-Based Restricted Stock Units	02/22/2021(1)	02/22/2021(2)	Common Stock	4,405	0.00	D
Performance-Based Restricted Stock Units	02/22/2021(1)	02/22/2021(2)	Common Stock	10,132(3)	0.00	D
Service-Based Restricted Stock Units	02/21/2022(1)	02/21/2022(2)	Common Stock	7,891	0.00	D
Performance-Based Restricted Stock Units	02/21/2022(1)	02/21/2022(2)	Common Stock	15,781(3)	0.00	D

Explanation of Responses:

1. The Restricted Stock Units vest and become payable in three equal annual installments on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement or involuntary termination without cause.

2. The Restricted Stock Units expire upon the conversion and payment in shares of the Company's Common Stock as described under "Date Exercisable".

3. This number represents payout of the Performance Restricted Stock Units at target. Actual payout may be adjusted up or down depending upon achievement of performance targets.

Remarks:

	/s/ Jean-Francois Roche By: Laura Lynn Church, Attorney-in-Fact	12/11/2019
	** 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 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).
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