SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GOTTWALD JOHN D

(Last) (First) (Middle)
TREDEGAR CORPORATION
1100 BOULDERS PARKWAY

(Street)
RICHMOND VA 23225

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TREDEGAR CORP [ TG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2003
4. If Amendment, Date of 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
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
Tredegar Common Stock 09/04/2003 G V 650 A $0 1,717,491 D
Tredegar Common Stock 12/02/2003 G V 1,021 D $0 1,716,470 D
Tredegar Common Stock 12/11/2003 S 1,900(1) D $15.59 1,714,570 D
Tredegar Common Stock 12/11/2003 S 3,700(1) D $15.55 1,710,870 D
Tredegar Common Stock 12/11/2003 S 600(1) D $15.54 1,710,270 D
Tredegar Common Stock 12/11/2003 S 100(1) D $15.53 1,710,170 D
Tredegar Common Stock 12/11/2003 S 300(1) D $15.52 1,709,870 D
Tredegar Common Stock 12/11/2003 S 1,500(1) D $15.51 1,708,370 D
Tredegar Common Stock 12/11/2003 S 700(1) D $15.5 1,707,670 D
Tredegar Common Stock 12/11/2003 S 200(1) D $15.49 1,707,470 D
Tredegar Common Stock 12/11/2003 S 1,000(1) D $15.48 1,706,470 D
Tredegar Common Stock 12/11/2003 S 400(1) D $15.47 1,706,070 D
Tredegar Common Stock 12/11/2003 S 2,400(1) D $15.46 1,703,670 D
Tredegar Common Stock 12/11/2003 S 200(1) D $15.45 1,703,470 D
Tredegar Common Stock 12/12/2003 S 200(1) D $15.68 1,703,270 D
Tredegar Common Stock 12/12/2003 S 800(1) D $15.62 1,702,470 D
Tredegar Common Stock 12/12/2003 S 2,500(1) D $15.6 1,699,970 D
Tredegar Common Stock 12/12/2003 S 7,500(1) D $15.55 1,692,470 D
Tredegar Common Stock 12/12/2003 S 200(1) D $15.48 1,692,270 D
Tredegar Common Stock 12/12/2003 S 2,800(1) D $15.4 1,689,470 D
Tredegar Common Stock 236,146 I Footnote(2)
Tredegar Common Stock 09/04/2003 G V 650 A $0 12,953 I Footnote(3)
Tredegar Common Stock 4,710 I Footnote(4)
Tredegar Common Stock 714 I Footnote(5)
Tredegar Common Stock 2,901 I Footnote(6)
Tredegar Common Stock 1,215 I Footnote(7)
Tredegar Common Stock 8,571 I Footnote(8)
Tredegar Common Stock 4,935 I Footnote(9)
Tredegar Common Stock 25,399 I Footnote(10)
Tredegar Common Stock 25,399 I Footnote (11)(12)
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 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: 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
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 27, 2003.
2. Equivalent shares as reported by the Tredegar Corporation Retirement Savings Plan (the "Savings Plan"). The Savings Plan maintains its records through unit accounting and not share accounting. Therefore, the number of equivalent shares can fluctuate up or down depending upon the unit value within the trust solely as a result of a change in fair market value of Tredegar stock even if the employee takes no action in the Savings Plan.
3. Owned by wife. (Reporting person disclaims beneficial ownership.)
4. Held by me as custodian for son, Samuel S. Gottwald. (Reporting person disclaims beneficial ownership.)
5. Held by me as custodian for son, James C. Gottwald. (Reporting person disclaims beneficial ownership.)
6. Held by W. M. Gottwald as trustee FBO James C. Gottwald U/A dated 10 20 87. (Reporting person disclaims beneficial ownership.)
7. Held as trustee FBO Elizabeth I. Gottwald U/A dated 10 20 87. (Reporting person disclaims beneficial ownership.)
8. Held for James M. Gottwald U/A dated 12 1 81, W. M. Gottwald and J. D. Gottwald, trustees. (Reporting person disclaims beneficial ownership.)
9. Held for Sarah Wren Gottwald U/A dated 3 1 83, W. M. Gottwald and J. D. Gottwald, trustees. (Reporting person disclaims beneficial ownership.)
10. Held by W. M. Gottwald as trustee FBO James C. Gottwald U/A dated 12 21 87. (Reporting person disclaims beneficial ownership.)
11. Held by W. M. Gottwald as trustee FBO Samuel S. Gottwald U/A dated 12 21 87. (Reporting person disclaims beneficial ownership.)
12. This Form 4 is one of two being filed to report transactions required to be reported that occurred from December 11, 2003 through December 12, 2003.
Remarks:
Patricia A. Thomas, Attorney-In-Fact 12/15/2003
** 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 Number.
Power of Attorney

Exhibit 24

POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and appoints each of W. Hildebrandt Surgner, Jr. and Patricia A. Thomas, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Tredegar Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and


(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.


        The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

        Any and all prior dated powers of attorney concerning the completion, execution and filing of Forms 3, 4 and 5 in my capacity as an officer and/or director of Tredegar Corporation are hereby revoked.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of March, 2003.

  /s/ John D. Gottwald
————————————————
John D. Gottwald