UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 7, 2011

NEENAH PAPER, INC.

(Exact Name Of Registrant As Specified In Charter)

3460 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices, including zip code)

(678) 566-6500
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 7, 2011, Neenah Paper, Inc. (the “Company”) entered into an asset purchase agreement with Wausau Paper Corp. and Wausau Paper Mills, LLC, a wholly owned subsidiary of Wausau Paper Corp., pursuant to which the Company has agreed to purchase certain brands, including Astrobrights® and Royal, along with certain related inventory and equipment from Wausau Paper Mills, LLC.

The transaction is expected to close in the first quarter of 2012 and is subject to customary closing conditions for an asset acquisition of this type.  The transaction has been approved by both the Company’s and Wausau Paper Corp.’s Board of Directors.  In connection with the acquisition, the Company will assume certain rights, obligations and liabilities associated with the acquired assets, subject to certain representations, warranties and indemnities customary for an asset acquisition of this type. The press release announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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