Edgar Filing: Neenah Paper Inc

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lind Bonnie Cruickshank

2. Issuer Name and Ticker or Trading Symbol
Neenah Paper Inc [NP]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP, CFO and Treasurer

(Last)

(First)

(Middle)

3460 PRESTON RIDGE ROAD, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2009

(Street)

ALPHARETTA, GA 30005

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

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

Stock Appreciation Rights

$ 25.7

01/29/2009

7,650

⁽²⁾

01/29/2018

Common Stock

7,650

⁽¹⁾

7,650

Stock Option (right to buy)

$ 25.7

01/29/2009

7,650

⁽²⁾

01/29/2018

Common Stock

7,650

⁽¹⁾

Stock Appreciation Rights

$ 37.58

01/29/2009

4,900

⁽⁴⁾

08/06/2017

Common Stock

4,900

⁽³⁾

4,900

Stock Option (right to buy)

$ 37.58

01/29/2009

4,900

⁽⁴⁾

08/06/2017

Common Stock

4,900

⁽³⁾

Stock Appreciation Rights

$ 36.15

01/29/2009

4,900

⁽⁶⁾

02/06/2017

Common Stock

4,900

⁽⁵⁾

4,900

Stock Option (right to buy)

$ 36.15

01/29/2009

4,900

⁽⁶⁾

02/06/2017

Common Stock

4,900

⁽⁵⁾

Stock Appreciation Rights

$ 29.43

01/29/2009

6,800

⁽⁸⁾

08/06/2016

Common Stock

6,800

⁽⁷⁾

6,800

Stock Option (right to buy)

$ 29.43

01/29/2009

6,800

⁽⁸⁾

08/06/2016

Common Stock

6,800

⁽⁷⁾

Stock Appreciation Rights

$ 27.58

01/29/2009

6,800

⁽¹⁰⁾

02/07/2016

Common Stock

6,800

⁽⁹⁾

6,800

Stock Option (right to buy)

$ 27.58

01/29/2009

6,800

⁽¹⁰⁾

02/07/2016

Common Stock

6,800

⁽⁹⁾

Stock Appreciation Rights

$ 31.7

01/29/2009

6,100

⁽¹²⁾

08/21/2015

Common Stock

6,100

⁽¹¹⁾

6,100

Stock Option (right to buy)

$ 31.7

01/29/2009

6,100

⁽¹²⁾

08/21/2015

Common Stock

6,100

⁽¹¹⁾

Stock Appreciation Rights

$ 33.19

01/29/2009

6,100

⁽¹⁴⁾

02/20/2015

Common Stock

6,100

⁽¹³⁾

6,100

Stock Option (right to buy)

$ 33.19

01/29/2009

6,100

⁽¹⁴⁾

02/20/2015

Common Stock

6,100

⁽¹³⁾

Stock Appreciation Rights

$ 32.6

01/29/2009

47,500

⁽¹⁶⁾

12/15/2014

Common Stock

47,500

⁽¹⁵⁾

47,500

Stock Option (right to buy)

$ 32.6

01/29/2009

47,500

⁽¹⁶⁾

12/15/2014

Common Stock

47,500

⁽¹⁵⁾

Stock Option (right to buy)

$ 7.41

01/29/2009

24,100

⁽¹⁷⁾

01/28/2019

Common Stock

24,100

$ 0

24,100

Performance Share Unit

⁽¹⁸⁾

01/29/2009

15,400 ⁽²⁰⁾

12/31/2011

⁽¹⁹⁾

Common Stock

15,400 ⁽²⁰⁾

$ 0

15,400

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lind Bonnie Cruickshank 3460 PRESTON RIDGE ROAD SUITE 600 ALPHARETTA, GA 30005			Sr. VP, CFO and Treasurer

Signatures

/s/ Steven S. Heinrichs, by Power of Attorney		02/02/2009
^**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)	On 1/29/09, the Company cancelled, as authorized in the Neenah Paper, Inc Omnibus Stock and Incentive Compensation Plan (the "Omnibus Plan"), options granted to the reporting person on 1/30/08. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights, which are priced on and vest in the same manner as the cancelled options.
(2)	The cancelled options provided for vesting in increments of one third on 1/30/2009, 1/30/2010, and 1/30/2011. The Stock Appreciation Rights vest on the same schedule.
(3)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 8/07/07. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(4)	The cancelled options provided for vesting in increments of one third on 8/07/2008, 8/07/2009, and 8/07/2010. The Stock Appreciation Rights vest on the same schedule.
(5)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 2/07/07. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(6)	cancelled options provided for vesting in increments of one third on 2/07/2008, 2/07/2009, and 2/07/2010. The Stock Appreciation Rights vest on the same schedule.
(7)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 8/07/2006. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(8)	The cancelled options provided for vesting in increments of one third on 8/07/2007, 8/07/2008, and 2/07/2009. The Stock Appreciation Rights vest on the same schedule.
(9)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 2/07/2006. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(10)	The cancelled options provided for vesting in increments of one third on 2/07/2007, 2/07/2008, and 2/07/2009. The Stock Appreciation Rights vest on the same schedule.
(11)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 8/22/2005. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(12)	The cancelled options provided for vesting in increments of one third on 8/22/2006, 8/22/2007, and 8/22/2008. The Stock Appreciation Rights vest on the same schedule.
(13)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 2/21/2005. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(14)	The cancelled options provided for vesting in increments of one third on 2/21/2006, 2/21/2007, and 2/21/2008. The Stock Appreciation Rights vest on the same schedule.
(15)	On 1/29/09, the Company cancelled, as authorized in the Omnibus Plan, options granted to the reporting person on 12/15/2004. In exchange for the cancelled options, the reporting person received an equal number of Stock Appreciation Rights.
(16)	The cancelled options provided for vesting in increments of one third on 12/15/2005, 12/15/2006, and 12/15/2007. The Stock Appreciation Rights vest on the same schedule.
(17)	The stock options vest in increments of one third on 1/29/2010, 1/29/2011, and 1/29/2012.
(18)	The units are convertible to common stock on a one-for-one basis.
(19)	The units do not have an expiration date.
(20)	The number of units granted is subject to adjustment based upon the attainment of certain performance criteria on 12/31/2011.

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