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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) 2001 LTIP | $ 29.47 | 12/23/2005 | D | 25,450 | (1) | 01/28/2011 | Georgia-Pacific Common Stock | 25,450 | $ 18.53 | 0 | D | ||||
| EMPLOYEE STOCK OPTION (right to buy) - 2002 LTIP | $ 24.44 | 12/23/2005 | D | 29,650 | (2) | 01/30/2012 | Georgia-Pacific Common Stock | 29,650 | $ 23.56 | 0 | D | ||||
| FORT JAMES CORPORATION 1996 STOCK INCENTIVE PLAN | $ 28.06 | 12/23/2005 | D | 15,062 | (3) | 01/06/2009 | Georgia-Pacific Common Stock | 15,062 | $ 19.94 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for cash) - 2003 | $ 15.22 | 12/23/2005 | D | 89,400 | (4) | 01/30/2013 | Georgia-Pacific Common Stock | 89,400 | $ 32.78 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for stock) - 2004 | $ 28.1 | 12/23/2005 | D | 44,800 | (5) | 01/31/2014 | Georgia-Pacific Common Stock | 44,800 | $ 19.9 | 0 | D | ||||
| STOCK APPRECIATION RIGHT (for stock) - 2005 | $ 33.55 | 12/23/2005 | D | 33,820 | 02/02/2006(6) | 02/01/2015 | Georgia-Pacific Common Stock | 33,820 | $ 14.45 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WURTZ GEORGE W 133 PEACHTREE STREET, N.E. ATLANTA, GA 30303 |
EVP - Pulp and Paper | |||
| By: Keith L. Belknap, Attorney-in-Fact For: GEORGE W. WURTZ | 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) | 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 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"). |
| (2) | 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, 2003, 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) | Under the terms of the amended and restated Fort James Corporation 1996 Stock Incentive Plan, granted options may be exercised through January 6, 2008. Such outstanding options, initially granted for shares of Fort James Corporation common stock, received accelerated vesting and were converted to options to purchase a number of shares of Georgia-Pacific common stock, pursuant to that certain Agreement and Plan of Merger among Georgia-Pacific Corporation, Fenres Acquisition Corp. and Fort James Corporation. This option 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 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. |
| (5) | 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. |
| (6) | 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. |