CUSIP No. 388688103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1818 FUND II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
0.0%
12. TYPE OF REPORTING PERSON*
PN
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BROWN BROTHERS HARRIMAN & CO.
13-4973745
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
0.0%
12. TYPE OF REPORTING PERSON*
PN
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. MICHAEL LONG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
0.0%
12. TYPE OF REPORTING PERSON*
IN
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAWRENCE C. TUCKER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
0.0%
12. TYPE OF REPORTING PERSON*
IN
Item 1 (a). Name of Issuer:
GRAPHIC PACKAGING CORPORATION
Item 1 (b). Address of issuer's principal executive offices:
814 LIVINGSTON COURT
MARIETTA, GEORGIA 30067
Item 2 (a). Name of persons filing:
Reporting Persons:
BROWN BROTHERS HARRIMAN & CO.
on behalf of itself and:
1818 FUND II, L.P.
T. MICHAEL LONG
LAWRENCE C. TUCKER
Item 2(b). Address of principal business office:
140 Broadway
New York City, NY 10005
Item 2(c). Citizenship/Place of Organization:
BBH&Co., New York
Fund, Delaware
Long, U.S. Citizen
Tucker, U.S. Citizen
Item 2(d). Title of class of securities:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
Item 2(e). CUSIP Number:
388688103
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
As of December 31, 2006, none of the Reporting Persons
held any shares of the Common Stock.
Item 5. Ownership of 5 Percent or Less of a Class
This statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owners
of more than five percent of the class of securities.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not Applicable. See Item 5.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Disclaimer of Beneficial Ownership
The undersigned expressly declare that the filing of this Schedule
shall not be construed as an admission that the undersigned are, for
purpose of Sections 13(d) and 13(g) of the Securities Exchange Act of
1934, the beneficial owners of any securities covered by this Schedule
13G.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: 2/14/07
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Howard M.Felson
_______________________________
Name: Howard M. Felson
Title: Vice President
1818 FUND II, L.P.
By: BROWN BROHTERS HARRIMAN & CO. its General Partner
By: /s/ Lawrence C. Tucker
_______________________________
Name: Lawrence C. Tucker
Title: Partner
T. Michael Long
By: /s/ T. Michael Long
_______________________________
Name: T. Michael Long
Lawrence C. Tucker
By: /s/ Lawrence C. Tucker
_______________________________
Name: Lawrence C. Tucker