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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Honey R. Sean 		2. Issuer Name and Ticker or Trading Symbol

Cellu Tissue Holdings, Inc. [ CLU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1855 LOCKEWAY DRIVE, SUITE 501 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2010
(Street)

ALPHARETTA, GA 30004
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/27/2010     C (1)    12014548   A   (4) 12014548   I   By invest. entity   (2)
Common Stock   1/27/2010     C (3)    2660832   A   (4) 14675380   I   By invest. entity   (2)
Common Stock   1/27/2010     C (5)    1672   A   (4) 14677052   I   By invest. entity   (2)
Common Stock   1/27/2010     S    4765735   D $13   9911317   I   By invest. entity   (2)
Common Stock   1/27/2010     A    1923   A   (6) 1923   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series A Preferred Stock     (1) 1/27/2010     C         12014548      (1)   (1) Common Stock   12014548     (1) 0   I   By invest. entity  
Series B Preferred Stock     (3) 1/27/2010     C         2660832      (3)   (3) Common Stock   2660832     (3) 0   I   By invest. entity  
Common Stock     (5) 1/27/2010     C         1672      (5)   (5) Common Stock   1672     (5) 0   I   By invest. entity  
Stock Option   $11.45   1/27/2010     A      4654       1/27/2011   (7) 1/27/2020   Common Stock   4654   $0   4654   D    

Explanation of Responses:
( 1)  Reporting person is a non-managing member of the general partner of Weston Presidio V, L.P., a 10% owner of Issuer. Reporting person may be deemed to have an indirect interest in the securities held by Weston Presidio V, L.P. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. Series A Preferred Stock of Cellu Parent Corporation was converted into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation has been merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 2)  Reporting person is a non-managing member of the general partner of Weston Presidio V, L.P., a 10% owner of Issuer. Reporting person may be deemed to have an indirect interest in the securities held by Weston Presidio V, L.P. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein.
( 3)  Securities held by Weston Presidio V, L.P. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. Series B Preferred Stock of Cellu Parent Corporation was converted into Issuer Common Stock at the closing of the Issuer's initial public offering. Cellu Parent Corporation was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 4)  The number of shares of Issuer Common Stock received was determined in accordance with the terms of the reorganization transactions as described in the Issuer's Registration Statement dated January 21, 2010 relating to its initial public offering.
( 5)  Securities held by Weston Presidio V, L.P. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. Common Stock of Cellu Parent Corporation was converted into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 6)  Restricted stock grant under the Issuer's 2010 Equity Compensation Plan. Vests in full on the first anniversary of the grant date.
( 7)  Stock option grant under the Issuer's 2010 Equity Compensation Plan. Vests in full on the first anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Honey R. Sean
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004 		X



Signatures
/s/ W. Edwin Litton, Power of Attorney 1/28/2010
** 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 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 control number.
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