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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2009 Restricted Stock Units | (4) | 03/15/2012 | M | 60,000 | 03/15/2010(1) | 03/15/2012(1) | Common Stock | 60,000 | $ 0 | 0 | D | ||||
2011 Restricted Stock Units | (4) | 03/15/2012 | M | 9,000 | 03/15/2012(2) | 03/15/2013(2) | Common Stock | 9,000 | $ 0 | 9,000 | D | ||||
2011 Restricted Stock Units | (4) | 03/15/2012 | M | 3,984 | 03/15/2012(3) | 03/15/2012(3) | Common Stock | 3,984 | $ 0 | 0 | D | ||||
2011 Restricted Stock Units | (4) | 03/15/2013(5) | 03/17/2014(5) | Common Stock | 14,724 | 14,724 | D | ||||||||
2012 Restricted Stock Units | (4) | 03/15/2012 | A | 21,867 | 03/15/2013(6) | 03/16/2015(6) | Common Stock | 21,867 | $ 0 | 21,867 | D | ||||
2011 Stock Options | $ 8.55 | 03/15/2013(7) | (7) | Common Stock | 29,006 | 29,006 | D | ||||||||
2012 Stock Options | $ 8.24 | 03/15/2012 | A | 43,944 | 03/15/2013(7) | (7) | Common Stock | 43,944 | $ 0 | 43,944 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COTTERELL SAMUEL K BOISE INC. 1111 WEST JEFFERSON STREET, SUITE 200 BOISE, ID 83702-5388 |
Senior Vice President & CFO |
/s/ Samuel K. Cotterell | 03/19/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On March 16, 2009, Mr. Cotterell was awarded 100,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. The final 60% portion of this award, 60,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares. |
(2) | On January 1, 2011, Mr. Cotterell was awarded 18,000 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan upon his election as our senior vice president and chief financial officer. One half (1/2) of this award, 9,000 RSUs, vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares. |
(3) | On March 15, 2011, Mr. Cotterell was awarded 3,984 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan, all of which vested on March 15, 2012. Mr. Cotterell elected to have shares withheld to satisfy his tax withholding obligations on these vested shares. |
(4) | Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock. |
(5) | On March 15, 2011, Mr. Cotterell was awarded 14,724 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one half (1/2) will vest on March 15, 2013, and one half (1/2) will vest on March 17, 2014. |
(6) | On March 15, 2012, Mr. Cotterell was awarded 21,867 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: one third (1/3) will vest on March 15, 2013, one third (1/3) will vest on March 17, 2014, and one third (1/3) will vest on March 16, 2015. |
(7) | Reflects an award of nonqualified stock options under the Boise Inc. Incentive and Performance Plan. In general, these options expire ten years after the award date. Termination of employment may shorten the exercise period, as described in the stock option award agreement. |