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 *

Ziessler Steven D 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Pres. Tissue & Mach-Gl, COO
(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)    137426   A   (1) 137426   D    
Common Stock   1/27/2010     C (2)    18327   A   (2) 155753   D    
Common Stock   1/27/2010     C (3)    225640   A   (3) 381393   D    
Common Stock   1/27/2010     S    123841   D $13   257552   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   (1)       137426      (1)   (1) Common Stock   137426     (1) 0   D    
Series B Preferred Stock     (2) 1/27/2010     C   (2)       18327      (2)   (2) Common Stock   18327     (2) 0   D    
Common Stock     (3) 1/27/2010     C   (3)       225640      (3)   (3) Common Stock   225640     (3) 0   D    
Employee Stock Option   $5.28   1/27/2010     J   (4)       138662      (5) 4/13/2019   Common Stock   138662   $0   0   D    
Employee Stock Option   $5.28   1/27/2010     J   (4)    138662         (5) 4/13/2019   Common Stock   138662   $0   138662   D    
Employee Stock Option   $11.45   1/27/2010     A      45878         (6) 1/27/2020   Common Stock   45878   $0   45878   D    

Explanation of Responses:
( 1)  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 was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 2)  Series B 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 was merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 3)  Reporting person was granted shares of Restricted Stock in Cellu Parent Corporation on June 12, 2006, of which 75% had vested. Pursuant to the terms of the reorganization transactions that were consummated in connection with the Issuer's initial public offering and upon the closing of the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation Common Stock was exchanged for fully vested shares of Issuer Common Stock.
( 4)  Reporting person held an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that were consummated in connection with the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation options were exchanged for options to purchase Issuer Common Stock.
( 5)  Upon the closing of the Issuer's initial public offering and on the date of the exchange, options to purchase 45,024 shares became fully vested and options for the remaining shares will vest as to 33.33% of the shares each year beginning on the first anniversary date of the closing of the Issuer's initial public offering.
( 6)  Stock option grant under the Issuer's 2010 Equity Compensation Plan. Vests in four equal installments annually beginning on January 27, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ziessler Steven D
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004 		X
Pres. Tissue & Mach-Gl, COO

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.
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