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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 4.24 | 11/05/2013 | D | 55,492 | (5) | 02/12/2016 | Common Stock | 55,492 | (5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 12.82 | 11/05/2013 | D | 36,539 | (6) | 02/11/2017 | Common Stock | 36,539 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 14.89 | 11/05/2013 | D | 28,392 | (7) | 02/09/2018 | Common Stock | 28,392 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 4.92 | 11/05/2013 | D | 53,412 | (8) | 02/16/2019 | Common Stock | 53,412 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Broad Matthew R C/O OFFICEMAX INCORPORATED 263 SHUMAN BLVD. NAPERVILLE, IL 60563 |
EVP and General Counsel | |||
| /s/ Susan Wagner-Fleming, by POA from Matthew R. Broad | 11/07/2013 | |
| **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) | Includes shares acquired through a dividend reinvestment plan that were not previously reported. |
| (2) | Disposed of pursuant to a merger agreement between OfficeMax Incorporated (the "Company"), Office Depot, Inc. ("ODP") and their respective subsidiaries, in exchange for 178,738 shares of ODP common stock and 209,850 ODP restricted stock units, on the effective date of the merger (such merger, the "Merger") (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share. |
| (3) | Pursuant to the Certificate of Designation of Convertible Preferred Stock, Series D, each share of OfficeMax Series D Convertible Preferred Stock was redeemed on November 5, 2013, following the redemption date of November 4, 2013, for a redemption price of $45.00 per share, plus all accrued and unpaid dividends thereon. The redemption price was paid in shares of Company common stock, which were valued for such purposes at their Fair Market Value as of the redemption date (as defined in the Certificate of Designation), or $15.415 per share. The reporting person received 7,626 shares of OfficeMax common stock in connection with the redemption of his OfficeMax Series D Convertible Preferred Stock. |
| (4) | Disposed of pursuant to a merger agreement between the Company, ODP and their respective subsidiaries, in exchange for 20,514 shares of ODP common stock, on the effective date of the Merger (in accordance with the exchange ratio set forth in the merger agreement pursuant to which each share of the Company's common stock was exchanged for 2.69 shares of ODP common stock). The closing price of ODP common stock on November 5, 2013 (the effective date of the Merger) was $5.65 per share. |
| (5) | This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/12/2009 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 149,273 shares of ODP common stock for $1.58 per share. |
| (6) | This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/11/2010 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 98,289 shares of ODP common stock for $4.77 per share. |
| (7) | This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/9/2011 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 76,374 shares of ODP common stock for $5.54 per share. |
| (8) | This stock option, which provided for vesting in three equal annual installments, on each of the first three anniversaries of its 2/16/2012 grant date, was assumed by ODP in connection with the Merger and replaced with an option to purchase 143,678 shares of ODP common stock for $1.83 per share. |
| Remarks: In connection with the Merger (defined in the footnotes above), Mapleby Holdings Merger Corporation has become the successor registrant to OfficeMax Incorporated. | |