FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Litton W Edwin

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/21/2010 

3. Issuer Name and Ticker or Trading Symbol

Cellu Tissue Holdings, Inc. [CLU]

(Last)        (First)        (Middle)

1855 LOCKEWAY DRIVE, SUITE 501

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Gen'l Counsel, Sr. V.P. /

(Street)

ALPHARETTA, GA 30004       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option   (1)   (2) 8/15/2016   Common Stock   4181   $2.55   D    
Employee Stock Option   (1)   (3) 12/3/2016   Common Stock   4181   $2.55   D    
Employee Stock Option   (1)   (4) 4/9/2017   Common Stock   4181   $5.85   D    
Employee Stock Option   (1)   (5) 4/7/2018   Common Stock   4181   $5.64   D    
Employee Stock Option   (1)   (6) 4/13/2019   Common Stock   21242   $5.28   D    
Put Right   (7)   (7)   (7) Common Stock   7558   $13.00   (7) D    

Explanation of Responses:
( 1)  Reporting person holds an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that will be consummated in connection with the Issuer's initilal public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation options will be exchanged for options to purchase Issuer Common Stock.
( 2)  Upon the exchange described in footnote 1, the option will be vested as to 75% of the shares with vesting for the remaining shares to occur on August 15, 2010.
( 3)  Upon the exchange described in footnote 1, the option will be vested as to 75% of the shares with vesting for the remaining shares to occur on December 3, 2010.
( 4)  Upon the exchange described in footnote 1, the option will be vested as to 50% of the shares with vesting for the remaining shares to occur one-half each on April 1, 2010 and April 1, 2011.
( 5)  Upon the exchange described in footnote 1, the option will be vested as to 25% of the shares with vesting for the remaining shares to occur one-third each on April 7, 2010, April 7, 2011 and April 7, 2012.
( 6)  Upon the exchange and the closing of the Issuer's initial public offering, described in footnote 1, options to purchase 13,883 shares will fully vest with vesting for the remaining shares to occur one-quarter each on April 13, 2010, April 13, 2011, April 13, 2012 and April 13, 2013.
( 7)  Reporting Person was given the right to put to the Issuer, at the initial public offering price, the number of shares receivable upon exercise or partial exercise of the Cellu Parent Corporation option granted on April 13, 2009; provided, that the put right is exercised within 3 business days following the closing of the Issuer's initial public offering. The average exercise price of each option subject of the Put Right, if the entire Put Right is exercised, would be $4.61 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Litton W Edwin
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004

Gen'l Counsel, Sr. V.P.

Signatures
/s/ W. Edwin Litton 1/21/2010
** 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 5(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 control number.
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