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OMB
Number
3235-0145
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Kapstone
Paper & Packaging Corp.
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(Name
of Issuer)
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Common
Stock, $.0001 par value per share
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(Title
of Class of Securities)
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48562P103
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(CUSIP
Number)
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December 31, 2008
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(Date
of Event which Requires Filing of this
Statement)
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£
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Rule
13d-1(b)
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R
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Rule
13d-1(c)
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£
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Rule
13d-1(d)
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CUSIP
No.
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1
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Roger
Feldman
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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a.
£
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b. £
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
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United
States Citizen
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5
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Sole
Voting Power
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0
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
6
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Shared
Voting Power
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3,677,988
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|||
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7
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Sole
Dispositive Power
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0
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8
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Shared
Dispositive Power
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3,677,988
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,677,988
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10
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Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) £
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11
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Percent
of Class Represented by Amount in Row
9
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12.50%
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12
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Type
of Reporting Person (See Instructions)
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IN
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CUSIP
No.
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1.
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Harvey
Hanerfeld
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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a.
o
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b.
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United
States Citizen
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5.
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Sole
Voting Power
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0
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
6.
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Shared
Voting Power
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3,677,988
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7.
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Sole
Dispositive Power
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0 | ||
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8.
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Shared
Dispositive Power
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3,677,988
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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3,677,988
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10.
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Check
if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions) £
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11.
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Percent
of Class Represented by Amount in Row
9
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12.5%
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12.
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Type
of Reporting Person (See Instructions)
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IN
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Item
1.
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a.
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Name
of Issuer
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Kapstone
Paper & Packaging Corp.
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b.
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Address
of Issuer's Principal Executive Offices
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c/o
Stone-Kaplan Investments
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One
Northfield Plaza, Suite 480
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Northfiled,
IL 60093
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Item
2.
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a.
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Name
of Person Filing
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This
schedule is being filed jointly by Roger Feldman and Harvey Hanerfeld (the
"Reporting Persons").
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b.
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Address
of Principal Business Office or, if None, Residence
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The
address of each of the Reporting Persons is 1919 Pennsylvania Ave., NW,
Suite 725,
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Washington,
DC 20006.
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c.
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Citizenship
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Each
of the Reporting Persons is a United States Citizen.
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d.
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Title
of Class of Securities
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Common
Stock, $.0001 par value per share.
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e.
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CUSIP
Number
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48562P103
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
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a.
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£
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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b.
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£
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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c.
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£
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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d.
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£
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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e.
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£
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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f.
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£
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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g.
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£
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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h.
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£
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance
Act (12 U.S.C. 1813);
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i.
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£
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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j.
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£
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership
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a.
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Amount
beneficially owned:
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See
Attachment A
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b.
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Percent
of class:
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See
Attachment A
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c.
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Number
of shares as to which the person has:
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i.
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Sole
power to vote or to direct the vote:
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See
Attachment A
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ii.
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Shared
power to vote or to direct the vote:
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See
Attachment A
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iii.
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Sole
power to dispose or to direct the disposition of:
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See
Attachment A
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iv.
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Shared
power to dispose or to direct the disposition of:
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See
Attachment A
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Item
5. Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following £
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Not
Applicable
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Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
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Not
Applicable
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Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding
Company
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Not
Applicable
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Item
8. Identification and Classification of Members of the
Group
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Not
Applicable
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Item
9. Notice of Dissolution of Group
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Not
Applicable
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Item
10. Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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February 11, 2009
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Date
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/s/ Roger
Feldman
|
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Signature
|
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Roger
Feldman
|
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Name
/ Title
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/s/ Harvey
Hanerfeld
|
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Signature
|
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Harvey
Hanerfeld
|
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Name
/ Title
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