Sec Form 3 Filing - TPG Advisors IV, Inc. @ GRAPHIC PACKAGING HOLDING CO - 2008-03-10

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person TPG Advisors IV, Inc. 2. Issuer Name and Ticker or Trading Symbol GRAPHIC PACKAGING HOLDING CO [ GPK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2008 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 132,158,875 I See Explanation of Responses ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Advisors IV, Inc. C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X TPG Advisors V, Inc. C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Clive D. Bode, Vice President and Secretary TPG Advisors IV, Inc. 03/20/2008 Signature of Reporting Person Date /s/ Clive D. Bode, Vice President and Secretary TPG Advisors V, Inc. 03/20/2008 Signature of Reporting Person Date /s/ Clive D. Bode, on behalf of David Bonderman (3)(4) 03/20/2008 Signature of Reporting Person Date /s/ Clive D. Bode, on behalf of James G. Coulter (3)(4) 03/20/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TPG Advisors IV, Inc., a Delaware corporation, is the general partner of TPG GenPar IV, L.P., a Delaware limited partnership, which is the sole general partner of each of TPG Bluegrass IV - AIV 1, L.P. and TPG Bluegrass IV - AIV 2, L.P. (collectively, the "TPG IV Funds"). Collectively, the TPG IV Funds directly hold 66,079,438 shares of Graphic Packaging Holding Company's common stock (the "Common Stock"). TPG Advisors V, Inc., a Delaware corporation, is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the sole general partner of each of TPG Bluegrass V - AIV 1, L.P., TPG Bluegrass V - AIV 2, L.P., TPG FOF V - A, L.P. and TPG FOF V - B, L.P. (collectively, the "TPG V Funds" and together with the TPG IV Funds, the "TPG Funds"). Collectively, the TPG V Funds directly hold 66,079,437 shares of Common Stock. David Bonderman and James G. Coulter are directors, officers and sole shareholders of TPG Advisors IV, Inc. and TPG Advisors V, Inc. ( 2 )David Bonderman, James G. Coulter, TPG Advisors IV, Inc. and TPG Advisors V, Inc. (collectively, the "Reporting Persons") may be deemed to beneficially own the securities directly owned by the TPG Funds to the extent of the greater of their direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. 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 owner of any securities beneficially owned by the TPG Funds in excess of such amounts.

Remarks: (3) Messrs. Bonderman and Coulter, TPG Advisors IV, Inc. and TPG Advisors V, Inc. are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.(4) Clive D. Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated August 31, 2006, which were previously filed with the SEC.

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 4(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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