Edgar Filing: BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND LP

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BLACKSTONE MANAGEMENT ASSOCIATES III LLC

2. Issuer Name and Ticker or Trading Symbol
Graham Packaging Co Inc. [GRM]

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 THE BLACKSTONE GROUP L.P., 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2011

(Street)

NEW YORK, NY 10154

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share	09/08/2011		J⁽¹⁾		32,149,860	D	$ 25.5	0	I	See footnotes ⁽²⁾ ⁽⁵⁾ ⁽⁶⁾
Common stock, par value $0.01 per share	09/08/2011		J⁽¹⁾		5,727,916	D	$ 25.5	0	I	See footnotes ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾
Common stock, par value $0.01 per share	09/08/2011		J⁽¹⁾		2,417,731	D	$ 25.5	0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLACKSTONE MANAGEMENT ASSOCIATES III LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BLACKSTONE OFFSHORE CAPITAL PARTNERS III LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

/s/ Stephen A. Schwarzman		09/09/2011
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, as a member of Blackstone Management Associates III L.L.C.		09/09/2011
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, as a member of Blackstone Management Associates III L.L.C., the general partner Blackstone Capital Partners III Merchant Banking Fund L.P.		09/09/2011
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, as a member of Blackstone Management Associates III L.L.C., the general partner Blackstone Offshore Capital Partners III L.P.		09/09/2011
^**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)	Stock disposed of pursuant to the Agreement and Plan of Merger among Reynolds Group Holdings Limited, Bucephalas Acquisition Corp. and Graham Packaging Company Inc., dated as of June 17, 2011, as amended by the amendment thereto, dated as of June 27, 2011, pursuant to which, among other things Graham Packaging Company Inc. merged with and into Bucephalas Acquisition Corp., with Bucephalas Acquisition Corp. as the surviving entity. The merger consideration per share of common stock consisted of cash in an amount equal to $25.50.
(2)	Shares of common stock owned directly by Blackstone Capital Partners III Merchant Banking Fund L.P. ("BCP III").
(3)	Shares of common stock owned directly by Blackstone Offshore Capital Partners III L.P. ("BOCP III").
(4)	Shares of common stock owned directly by Blackstone Family Investment Partnership III L.P. ("BFIP III").
(5)	Blackstone Management Associates III L.L.C. is the sole general partner of BCP III and BFIP III and the sole investment general partner of BOCP III.
(6)	Blackstone Management Associates III L.L.C. is controlled by Stephen A. Schwarzman, one of its founders.
Remarks: The reporting persons each disclaim beneficial ownership of the securities reported herein except to the extent of each of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or for any other purpose.

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