FORM 4
[ X ] 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 *

FERGUSON DAVID L 		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)

12/27/2010
(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   12/27/2010     D (1)    1923   D $12.00   (1) 0   D    
Common Stock   12/27/2010     S (2)    9911317   D $12.00   (2) 0   I   By Invest. entity   (2)

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
Stock Option   $11.45   12/27/2010     D   (3)       4654      (3) 1/27/2020   Common Stock   4654     (3) 0   D    

Explanation of Responses:
( 1)  On December 27, 2010, a wholly owned subsidiary of Clearwater Paper Corporation merged with Cellu Tissue Holdings, Inc. pursuant to a merger agreement entered into between Clearwater Paper and Cellu Tissue on September 15, 2010 (the "Merger"), as more fully described in the Cellu Tissue proxy statement dated December 1, 2010 filed with the SEC. Each share of common stock of Cellu Tissue was converted into $12.00 in cash. Cellu Tissue board of directors approved the disposition by the Reporting Person in the Merger.
( 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. Shares sold in the Merger described above.
( 3)  In connection with the Merger, each outstanding Cellu Tissue option to purchase shares of common stock, whether or not vested, was cancelled and Reporting Person received a cash payment in an amount equal to the number of shares of common stock represented by each option, vested or unvested, multiplied by the excess, if any, of $12.00 over the exercise price per share under each option. Reporting Person's disposition of options in the Merger was approved by the Cellu Tissue board of directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERGUSON DAVID L
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004 		X



Signatures
/s/ W. Edwin Litton, Power of Attorney 12/27/2010
** 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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