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| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|-----------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
|--------|-------------------------------------------------------------------------------------------|

| PAPERWEIGHT DEVELOPMENT CORP.                                 | APPLETON PAPERS INC.                                          |
|---------------------------------------------------------------|---------------------------------------------------------------|
| (Exact Name of Registrant as Specified in Its Charter)        | (Exact Name of Registrant as Specified in Its Charter)        |
| Wisconsin                                                     | Delaware                                                      |
| (State or Other Jurisdiction ofIncorporation or Organization) | (State or Other Jurisdiction ofIncorporation or Organization) |
|                                                          |                                                          |
| 39-2014992                                                    | 36-2556469                                                    |
| (I.R.S. EmployerIdentification No.)                           | (I.R.S. EmployerIdentification No.)                           |
|                                                          |                                                          |
| 825 East Wisconsin Avenue, P.O. Box 359,Appleton, Wisconsin   | 54912-0359                                                    |
| (Address of Principal Executive Offices)                      | (Zip Code)                                                    |

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|      4.1  | Second Lien Collateral Agreement, dated as of September 30, 2009, among Appleton Papers Inc., Paperweight Development Corp. and each other Grantor identified therein in favor of U.S. Bank National Association, as Collateral Agent.*                                                                                                                                                                                                                 |
|-----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.1                  | Fox River AWA Environmental Indemnity Agreement by and among Arjo Wiggins Appleton p.l.c., Appleton Papers Inc., Paperweight Development Corp. and New Appleton LLC, dated as of November 9, 2001.*                                                                                                                                                                                                                                                |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.2                  | Amended and Restated Relationship Agreement by and among Arjo Wiggins Appleton Ltd. (f/k/a Arjo Wiggins Appleton p.l.c.), Arjo Wiggins (Bermuda) Holdings Limited, Paperweight Development Corp., PDC Capital Corporation and Arjo Wiggins Appleton (Bermuda) Limited, dated as of June 11, 2004.*                                                                                                                                                 |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.3                  | Second Amendment to Credit Agreement dated as of June 5, 2007, dated as of September 30, 2009, among Appleton Papers Inc., as the U.S. Borrower, Paperweight Development Corp. as Holdings, certain subsidiaries of Holdings, as Guarantors, Bank of America, N.A. as Administrative Agent, swing line lender and L/C issuer, and Lenders as identified on the signature pages thereof.*                                                                |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.4                  | Collateral Agreement made by Appleton Papers Canada Ltd. in favor of U.S. Bank National Association, as collateral agent, dated as of February 8, 2010.*                                                                                                                                                                                                                                                                                                |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.5                  | Credit Agreement, dated as of February 8, 2010, among Appleton Papers Inc., as borrower, Paperweight Development Corp., as holdings, Fifth Third Bank, as administrative agent, swing line lender and an L/C issuer, the other lenders party thereto and Fifth Third Bank, as sole lead arranger and sole book manager.*                                                                                                                                |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    10.6             | Guarantee and Collateral Agreement made by Paperweight Development Corp., Appleton Papers Inc. and certain of its  subsidiaries, in favor of Fifth Third Bank, as administrative agent, dated as of February 8, 2010.*                                                                                                                                                                                                                        |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     10.7                 | Guarantee and Collateral Agreement made by Appleton Papers Canada Ltd. in favor of Fifth Third Bank, as administrative agent, dated as of February 8, 2010.*                                                                                                                                                                                                                                                                                            |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     10.8                 | Stock Purchase Agreement between Appleton Papers Inc. and NEX Performance Films Inc. dated as of July 2, 2010.    Incorporated by reference to Exhibit 2.1 to the Registrant’s current report on Form 8-K/A filed August 9, 2010 (exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.) |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1                                    | Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Appleton Papers Inc., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.*                                                                                                                                                                                                                                                              |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.2                                    | Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Appleton Papers Inc., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.*                                                                                                                                                                                                                                         |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.3                                    | Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Paperweight Development Corp., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.*                                                                                                                                                                                                                                                     |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.4                                    | Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Paperweight Development Corp., pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934 as amended.*                                                                                                                                                                                                                                |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.1                                    | Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Appleton Papers Inc., pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                                                                                                                        |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.2                                    | Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Appleton Papers Inc., pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                                                                                                   |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.3                                    | Certification of Mark R. Richards, Chairman, President and Chief Executive Officer of Paperweight Development Corp., pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                                                                                                               |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.4                                    | Certification of Thomas J. Ferree, Senior Vice President Finance, Chief Financial Officer and Treasurer of Paperweight Development Corp., pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                                                                                          |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 101.ins                                 | XBRL Instance Document**                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.sch                                 | XBRL Taxonomy Extension Schema**                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.cal                                 | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                                                                                                                                                                                                                                                                                                                          |
| 101.def                                 | XBRL Taxonomy Extension Definition Linkbase**                                                                                                                                                                                                                                                                                                                                                                                                           |
| 101.lab                                 | XBRL Taxonomy Extension Label Linkbase**                                                                                                                                                                                                                                                                                                                                                                                                                |
| 101.pre                                 | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| *                                       | Filed with Q                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **                                      | Furnished, not filed, herewith.                                                                                                                                                                                                                                                                                                                                                                                                                         |

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|                                                      |                                                                                                                                              |
|-----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                      | APPLETON PAPERS INC.            (Registrant)                                          |
|                                                      |                                                                                                                                              |
|   Date: August 16, 2011     |  /s/ Thomas J. Ferree                                                                                                                        |
|                                                      | Thomas J. Ferree                                                                                                                                  |
|                                                      | Senior Vice President Finance, Chief Financial Officer and Treasurer (Signing on behalf of the Registrant and as the Principal Financial Officer) |

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|                                                      |                                                                                                                                                                                      |
|-----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                      | PAPERWEIGHT DEVELOPMENT CORP.                        (Registrant) |
|                                                      |                                                                                                                                                                                      |
|   Date: August 16, 2011     |  /s/ Thomas J. Ferree                                                                                                                                                                |
|                                                      | Thomas J. Ferree                                                                                                                                                                          |
|                                                      | Senior Vice President Finance, Chief Financial Officer and Treasurer (Signing on behalf of the Registrant and as the Principal Financial Officer)                                         |