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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 1996 SVIP | $ 25.84 | 12/23/2005 | D | 227,000 | (2) | 01/31/2006 | Georgia-Pacific Common Stock | 227,000 | $ 22.16 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 1997 SVIP | $ 26.42 | 12/23/2005 | D | 189,200 | (3) | 02/02/2007 | Georgia-Pacific Common Stock | 189,200 | $ 21.58 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 1998 LTIP | $ 28.21 | 12/23/2005 | D | 187,600 | (4) | 01/28/2008 | Georgia-Pacific Common Stock | 187,600 | $ 19.79 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 1999 LTIP | $ 32.17 | 12/23/2005 | D | 155,400 | (5) | 01/27/2009 | Georgia-Pacific Common Stock | 155,400 | $ 15.83 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 2000 LTIP | $ 41.59 | 12/23/2005 | D | 96,700 | (6) | 01/20/2010 | Georgia-Pacific Common Stock | 96,700 | $ 6.41 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) - 2003 LTIP | $ 15.22 | 12/23/2005 | D | 210,000 | (7) | 01/30/2013 | Georgia-Pacific Common Stock | 210,000 | $ 32.78 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy GP) 2001 LTIP | $ 29.47 | 12/23/2005 | D | 223,050 | (7) | 01/28/2011 | Georgia-Pacific Common Stock | 223,050 | $ 18.53 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy) - 2002 LTIP | $ 24.44 | 12/23/2005 | D | 450,000 | (8) | 01/30/2012 | Georgia-Pacific Common Stock | 450,000 | $ 23.56 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for cash) - 2003 | $ 15.22 | 12/23/2005 | D | 592,750 | (9) | 01/30/2013 | Georgia-Pacific Common Stock | 592,750 | $ 32.78 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for stock) - 2004 | $ 28.1 | 12/23/2005 | D | 253,650 | (10) | 01/31/2014 | Georgia-Pacific Common Stock | 253,650 | $ 19.9 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for stock) - 2005 | $ 33.55 | 12/23/2005 | D | 229,420 | 02/02/2006(11) | 02/01/2015 | Georgia-Pacific Common Stock | 229,420 | $ 14.45 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CORRELL ALSTON D 133 PEACHTREE STREET, N.E. ATLANTA, GA 30303 |
X | Chairman and CEO | ||
| By: Keith L. Belknap, Attorney-in-Fact For: ALSTON D. CORRELL | 12/28/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents restricted stock that vested in connection with that certain merger agreement, dated as of November 13, 2005, between Koch Industries, Inc., Koch Forest Products, Inc. and Georgia-Pacific Corporation (the "Merger Agreement"). Such shares were disposed of for a cash payment of $48 per share, pursuant to the Merger Agreement. |
| (2) | This option, under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, which began vesting on February 1, 1999, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (3) | This option, under the terms of the Georgia-Pacific Corporation 1995 Shareholder Value Incentive Plan, which began vesting on February 3, 2000, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (4) | This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 29, 1999, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (5) | This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 28, 2000, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (6) | This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 21, 2001, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (7) | This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 29, 2002, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (8) | This option, under the terms of the Georgia-Pacific Corporation/Georgia-Pacific Group 1997 Long Term Incentive Plan, which provided for vesting in three annual installments beginning January 31, 2004, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (9) | This Stock Appreciation Right (SAR) for cash was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (10) | This Stock Appreciation Right (SAR) for stock was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement. |
| (11) | This Stock Appreciation Right (SAR) for stock was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the SAR and the tender offer price of $48 per share, as set forth in the Merger Agreement. |