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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 | ||||||||
2011 Restricted Stock Units (Special) | (3) | 03/15/2013 | M | 9,000 | (4) | (4) | Common Stock | 9,000 | $ 0 | 0 | D | ||||
2011 Restricted Stock Units | (3) | 03/15/2013 | M | 7,362 | (5) | (5) | Common Stock | 7,362 | $ 0 | 7,362 | D | ||||
2012 Restricted Stock Units | (3) | 03/15/2013 | M | 7,289 | (6) | (6) | Common Stock | 7,289 | $ 0 | 14,578 | D | ||||
2013 Restricted Stock Units | (3) | 03/15/2013 | A | 21,081 | (7) | (7) | Common Stock | 21,081 | $ 0 | 21,081 | D | ||||
2011 Employee Stock Option (Right to Buy) | $ 8.55 | (8) | (8) | Common Stock | 29,006 | 29,006 | D | ||||||||
2012 Employee Stock Option (Right to Buy) | $ 8.24 | (9) | (9) | Common Stock | 43,944 | 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 | 03/18/2013 | |
**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) | Represents shares vesting under the Boise Inc. Incentive and Performance Plan. |
(2) | Represents shares withheld to satisfy tax withholding obligations on shares vesting under the Boise Inc. Incentive and Performance Plan. |
(3) | Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock. |
(4) | 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. These service-condition vesting RSUs vested as follows: 1/2 vested on March 15, 2012, and 1/2 vested on March 15, 2013. |
(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: 1/2 vested on March 15, 2013, and 1/2 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: 1/3 vested on March 15, 2013, 1/3 vest on March 17, 2014, and 1/3 vest on March 16, 2015. |
(7) | On March 15, 2013, Mr. Cotterell was awarded 21,081 restricted stock units (RSUs) under the Boise Inc. Incentive and Performance Plan. These service-condition vesting RSUs vest as follows: 1/3 vest on March 17, 2014, 1/3 vest on March 16, 2015, and 1/3 vest on March 15, 2016. |
(8) | On March 15, 2011, Mr. Cotterell was awarded 29,006 employee stock options under the Boise Inc. Incentive and Performance Plan. These options vest and become exercisable as follows: 1/2 vested and became exercisable on March 15, 2013, and 1/2 vest and become exercisable on March 17, 2014. 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. |
(9) | On March 15, 2012, Mr. Cotterell was awarded 43,944 employee stock options under the Boise Inc. Incentive and Performance Plan. These options vest and become exercisable as follows: 1/3 vested and became exercisable on March 15, 2013, 1/3 vest and become exercisable on March 17, 2014, and 1/3 vest and become exercisable on March 16, 2015. 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. |