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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
OLD TOWN S.A.

(Last) (First) (Middle)
22-24 BOULEVARD ROYAL

(Street)
LUXEMBOURG N4 L-2449

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2008
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 X 10% Owner
Officer (give title below) Other (specify below)
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)
Common Stock, par value $0.01 per share(1) 34,222,500 D
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
Explanation of Responses:
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.
/s/ Peter J. Rothenberg, Attorney-in-Fact 02/11/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.