Edgar Filing: PATERSON DAVID J

Ownership Submission

FORM 4

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PATERSON DAVID J

2. Issuer Name and Ticker or Trading Symbol
GEORGIA PACIFIC CORP [GP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP - Building Products

(Last)

(First)

(Middle)

133 PEACHTREE STREET, NE

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2005

(Street)

ATLANTA, GA 30303

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Georgia-Pacific Common Stock	12/23/2005		D		864	D	$ 48 ⁽¹⁾	0	D

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

EMPLOYEE STOCK OPTION (right to buy GP)

$ 26.42

12/23/2005

6,000

⁽²⁾

02/02/2007

Georgia-Pacific Common Stock

6,000

$ 21.58

EMPLOYEE STOCK OPTION (right to buy GP)

$ 28.205

12/23/2005

8,316

⁽³⁾

01/28/2008

Georgia-Pacific Common Stock

8,316

$ 19.795

EMPLOYEE STOCK OPTION (right to buy GP)

$ 32.17

12/23/2005

10,400

⁽⁴⁾

01/27/2009

Georgia-Pacific Common Stock

10,400

$ 15.83

EMPLOYEE STOCK OPTION (right to buy GP)

$ 41.59

12/23/2005

8,700

⁽⁵⁾

01/20/2010

Georgia-Pacific Common Stock

8,700

$ 6.41

EMPLOYEE STOCK OPTION (right to buy GP)

$ 29.47

12/23/2005

21,300

⁽⁶⁾

01/28/2011

Georgia-Pacific Common Stock

21,300

$ 18.53

EMPLOYEE STOCK OPTION (right to buy) - 2002

$ 24.44

12/23/2005

61,650

⁽⁷⁾

01/30/2012

Georgia-Pacific Common Stock

61,650

$ 23.56

STOCK APPRECIATION RIGHT (for cash) - 2003

$ 15.22

12/23/2005

124,650

⁽⁸⁾

01/30/2013

Georgia-Pacific Common Stock

124,650

$ 32.78

STOCK APPRECIATION RIGHT (for stock) - 2004

$ 28.1

12/23/2005

67,600

⁽⁹⁾

01/31/2014

Georgia-Pacific Common Stock

67,600

$ 19.9

STOCK APPRECIATION RIGHT (for stock) - 2005

$ 33.55

12/23/2005

46,510

02/02/2006⁽¹⁰⁾

02/01/2015

Georgia-Pacific Common Stock

46,510

$ 14.45

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PATERSON DAVID J 133 PEACHTREE STREET, NE ATLANTA, GA 30303			EVP - Building Products

Signatures

/s/ Keith L. Belknap, Attorney-in-Fact For: DAVID J. PATERSON		12/28/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 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.
(3)	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.
(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 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.
(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 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.
(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 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.
(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 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.
(8)	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.
(9)	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.
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.