View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CALHOUN STEPHEN T
(Last) (First) (Middle)
1600 WEST FIELD COURT
(Street)
LAKE FOREST IL 60045
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [ PKG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2007
4. If Amendment, Date of 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
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
Common Stock 06/20/2007 A 6,300 A $0 43,240 D
Common Stock 3,218 I Held through 401(k) plan(1)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $25.82 06/20/2007 A 4,000 (2) 06/20/2014 Common Stock 4,000 $0 4,000 D
Explanation of Responses:
1. Balance in the stock fund as of June 20, 2007.
2. Vests in three equal annual installments on June 20, 2008, 2009 and 2010.
Kent A. Pflederer, attorney in fact 06/22/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Paul T. Stecko, Richard B. West,
and Kent A. Pflederer, signing singly, the undersigned's true and
lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer of the
outstanding Common Stock, par value $.01 per share, of Packaging
Corporation of America, a Delaware corporation (the "Company"),
statements of beneficial ownership on Forms 3, 4 and 5 under
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any
such Form 3, 4 and 5 and timely file such form with the United
States Securities and Exchange Commission and any stock exchange
or similar authority; and (iii) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney revokes all
prior powers of attorney delivered by the undersigned relating to
the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 21st day of June 2007.

/s/ Stephen T. Calhoun
 Stephen T. Calhoun