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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 | ||||||||
2008 Restricted Stock Units | (1) | (2) | 02/28/2011 | Common Stock | 28,800 | 28,800 | D | ||||||||
2008 Restricted Stock Units | (1) | (3) | 02/28/2011 | Common Stock | 46,500 | 46,500 | D | ||||||||
2008 Restricted Stock Units | (1) | (4) | 02/28/2011 | Common Stock | 10,566 | 10,566 | D | ||||||||
2009 Restricted Stock Units | (1) | (5) | 03/15/2012 | Common Stock | 58,000 | 232,000 | D | ||||||||
2010 Restricted Stock Units | (1) | 11/01/2010 | A | 50,000 (6) | 11/15/2013(7) | 11/15/2013(7) | Common Stock | 50,000 | $ 0 | 50,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WARREN ROBERT A BOISE INC. 1111 WEST JEFFERSON STREET, SUITE 200 BOISE, ID 83702-5388 |
Executive Vice President & COO |
/s/ Robert A. Warren | 11/03/2010 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of Boise Inc. common stock. |
(2) | These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $10.00 per share. |
(3) | These restricted stock units vest upon Boise Inc.'s common stock achieving a market price of $12.50 per share. |
(4) | The first 1/3 of Mr. Warren's 31,700 service-condition vesting restricted stock units vested on March 2, 2009, the second 1/3 vested on March 1, 2010, and the remaining 1/3 will vest on February 28, 2011. Pursuant to Mr. Warren's Restricted Stock Unit Award Agreement, the company pays cash for the fractional shares. |
(5) | These service-condition vesting restricted stock units vest as follows: 20% vested on March 15, 2010; 20% will vest on March 15, 2011; and 60% will vest on March 15, 2012. |
(6) | Mr. Warren was elected executive vice president and chief operating officer of the company, effective November 1, 2010. Upon his election, Mr. Warren was awarded a special long-term equity award under the Boise Inc. Incentive and Performance Plan of 50,000 restricted stock units. |
(7) | These restricted stock units vest November 15, 2013. Any of these restricted stock units that have not vested on or before November 15, 2013, will be forfeited. |