Statement of Changes in Beneficial Ownership (4)
November 05 2013 - 2:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BC European Capital VIII-33
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2. Issuer Name
and
Ticker or Trading Symbol
OFFICE DEPOT INC
[
ODP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Mbr 13d grp owning mre thn 10%
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(Last)
(First)
(Middle)
HERITAGE HALL, LE MARCHANT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/5/2013
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(Street)
ST. PETER PORT, Y7 GY1 4HY
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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$5
(1)
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11/5/2013
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11/5/2013
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J
(2)
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2.50
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6/23/2009
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(3)
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Common Stock
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581.10
(1)
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$1243.77
(2)
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0.00
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D
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Series A Preferred Stock
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$5
(1)
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11/5/2013
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11/5/2013
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J
(2)
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137298.00
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6/23/2009
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(3)
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Common Stock
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31913757.42
(1)
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$1243.77
(2)
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0.00
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I
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See Footnote
(4)
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Series B Preferred Stock
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$5
(1)
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11/5/2013
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11/5/2013
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J
(2)
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0.50
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10/14/2009
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(3)
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Common Stock
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116.22
(1)
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$1243.77
(2)
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0.00
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D
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Series B Preferred Stock
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$5
(1)
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11/5/2013
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11/5/2013
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J
(2)
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37702.00
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10/14/2009
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(3)
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Common Stock
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8763510.63
(1)
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$1243.77
(2)
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0.00
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I
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See Footnote
(4)
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Explanation of Responses:
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(
1)
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Each share of Preferred Stock was convertible into that amount of shares of Common Stock equal to (i) the quotient of (x) the outstanding liquidation preference of such share of Preferred Stock plus all accrued and unpaid dividends not previously added to the liquidation preference of such share of Preferred Stock and (y) 1000 multiplied by (ii) 200. As of the Redemption Date, each share of Preferred Stock was convertible into 232.442 shares of Common Stock, which represents a conversion price of $5.00.
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(
2)
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The Issuer redeemed the shares of Preferred Stock set forth in column 5 on the Redemption Date. Each share of Preferred Stock was redeemed for $1,243.77.
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(
3)
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Not Applicable.
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(
4)
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Each of the Reporting Persons may have been deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock or Series B Preferred Stock owned by each of the Investors. Each Reporting Person, however, disclaims beneficial ownership with respect to the shares owned of record by each of the Investors.
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Remarks:
This Form 4 report is being filed in conjunction with 39 other Form 4 reports. These Form 4 reports are being filed by (i) BC European Capital VIII-1 to 12 (inclusive), each a United Kingdom limited partnership ("Funds 1-12"); (ii) BC European Capital VIII-14 to 34 (inclusive), each a United Kingdom limited partnership ("Funds 14-34"); (iii) BC European Capital VIII-37, a United Kingdom limited partnership ("Fund 37" and together with Funds 1-12 and Funds 14-34 the "CIE Investors"); (iv) BC European Capital VIII-35 SC, BC European Capital VIII-36 SC, BC European Capital VIII-38 SC and BC European Capital VIII-39 SC, each a Societe Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (v) LMBO Europe SAS, a societe par actions simplifiee organized under the laws of France ("LMBO"); and (vi) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Reporting Persons"). The Reporting Persons may be deemed to be a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act). As used in this Form 4, (i) "Issuer" shall mean Office Depot, Inc., (ii) "Series A Preferred Stock" shall mean the Issuer's 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock, (iii) "Series B Preferred Stock" shall mean the Issuer's 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock, (iv) "Preferred Stock" shall mean, collectively, the Series A Preferred Stock and the Series B Preferred Stock, (v) "Redemption Date" shall mean November 5, 2013 and (vi) "Common Stock" shall mean the Issuer's common stock, par value $.01. Exhibit Index 99.1 Signature Page
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BC European Capital VIII-33
HERITAGE HALL, LE MARCHANT STREET
ST. PETER PORT, Y7 GY1 4HY
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Mbr 13d grp owning mre thn 10%
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Signatures
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/s/ See signatures attached as Exhibit 99.1
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11/5/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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