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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Lennox Peter T
   2. Issuer Name and Ticker or Trading Symbol
Graham Packaging Co Inc. [GRM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, GM Food and Beverages
(Last)
(First)
(Middle)
2401 PLEASANT VALLEY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010
(Street)

YORK, PA 17402		 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
Common stock, par value $0.01 per share 12/08/2010   C   9,186 A $ 0 (1) 9,186 D  
Common stock, par value $0.01 per share 12/08/2010   S(2)   4,202 D $ 12.64 4,984 D  
Common stock, par value $0.01 per share 12/08/2010   S(2)   4,984 D $ 12.65 0 D  
Common stock, par value $0.01 per share 12/09/2010   C   3,000 A $ 0 (1) 3,000 D  
Common stock, par value $0.01 per share 12/09/2010   S(2)   3,000 D $ 12.67 0 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase limited partnership units (right to buy) $ 6.82 12/08/2010   M     4,202   (3) 12/31/2011 Limited partnership units 4,202 $ 0 7,373 D  
Options to purchase limited partnership units (right to buy) $ 9.72 12/08/2010   M     4,984   (4) 03/06/2018 Limited partnership units 4,984 $ 0 23,987 D  
Options to purchase limited partnership units (right to buy) $ 9.72 12/09/2010   M     3,000   (5) 03/06/2018 Limited partnership units 3,000 $ 0 20,987 D  
Limited partnership units (6) 12/08/2010   M   4,202     (6)   (6) Common stock, par value $0.01 per share 4,202 $ 6.82 4,202 D  
Limited partnership units (6) 12/08/2010   M   4,984     (6)   (6) Common stock, par value $0.01 per share 4,984 $ 9.72 9,186 D  
Limited partnership units (6) 12/08/2010   C     9,186   (6)   (6) Common stock, par value $0.01 per share 9,186 $ 0 0 D  
Limited partnership units (6) 12/09/2010   M   3,000     (6)   (6) Common stock, par value $0.01 per share 3,000 $ 9.72 3,000 D  
Limited partnership units (6) 12/09/2010   C     3,000   (6)   (6) Common stock, par value $0.01 per share 3,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lennox Peter T
2401 PLEASANT VALLEY ROAD
YORK, PA 17402		       SVP, GM Food and Beverages  

Signatures

 /s/ David W. Bullock, as designated signatory   12/10/2010
**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) Shares of common stock of Graham Packaging Company Inc. were acquired upon exchange of limited partnership units of Graham Packaging Holdings Company in accordance with a Management Option Unit Exchange Agreement.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously established by the reporting person.
(3) All 4,202 options exercised by the reporting person were vested. All of the 7,373 remaining options will vest on January 1, 2011.
(4) All 4,984 options exercised by the reporting person were vested. Of the 23,987 remaining options, 3,000 are vested and immediately exercisable, 10,493 options will vest on March 7, 2011 and 10,494 options will vest on March 7, 2012.
(5) All 3,000 options exercised by the reporting person were vested. Of the 20,987 remaining options, 10,493 options will vest on March 7, 2011 and 10,494 options will vest on March 7, 2012.
(6) The limited partnership units of Graham Packaging Holdings Company are, subject to certain restrictions in a Management Option Unit Exchange Agreement, exchangeable on a one-for-one basis for shares of Graham Packaging Company Inc. common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.