FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BOISE CASCADE HOLDINGS, L.L.C.
2. Issuer Name and Ticker or Trading Symbol

BOISE INC. [ BZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1111 WEST JEFFERSON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/26/2010
(Street)

BOISE, ID 83728
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/26/2010     S (1)    273482   D $4.90   15547328   D   (3)
 
Common Stock   2/26/2010     S (2)    10311910   D $4.70   5235418   D   (3)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This transaction was effected pursuant to a Sales Plan adopted on December 14, 2009, by the Reporting Person pursuant to Rule 10b5-1, with sales commencing on February 16, 2010.
( 2)  This transaction was effected pursuant to Issuer's Shelf Registration Statement, File Number 333-155595.
( 3)  Boise Cascade Holdings, L.L.C. ("BCH") is the record owner of the common shares set forth herein. The shares held by BCH may be deemed to be beneficially owned by Forest Products Holdings, L.L.C. ("FPH"), which is controlled by Madison Dearborn Capital Partners IV, L.P. ("MDCP IV"). Madison Dearborn Partners IV, L.P. ("MDP IV"), is the general partner of MDCP IV.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOISE CASCADE HOLDINGS, L.L.C.
1111 WEST JEFFERSON STREET
SUITE 300
BOISE, ID 83728

X

FOREST PRODUCTS HOLDINGS, L.L.C.
C/O BOISE CASCADE HOLDINGS, L.L.C.
1111 WEST JEFFERSON STREET, SUITE 300
BOISE, ID 83728

X

MADISON DEARBORN CAPITAL PARTNERS IV LP
C/O BOISE CASCADE HOLDINGS, L.L.C.
1111 WEST JEFFERSON STREET, SUITE 300
BOISE, ID 83728

X

MADISON DEARBORN PARTNERS IV LP
C/O BOISE CASCADE HOLDINGS, L.L.C.
1111 WEST JEFFERSON STREET, SUITE 300
BOISE, ID 83728

X


Signatures
Boise Cascade Holdings, L.L.C. by: /s/ David G. Gadda, Vice President and General Counsel 3/1/2010
** Signature of Reporting Person Date

Forest Products Holdings, L.L.C. by: /s/ David G. Gadda, Vice President and General Counsel 3/1/2010
** Signature of Reporting Person Date

Madison Dearborn Capital Partners IV, L.P. by: Madison Dearborn Partners IV, L.P., its: General Partner by: Madison Dearborn Partners, L.L.C., its: General Partner by: /s/ David G. Gadda, Attorney-in-Fact 3/1/2010
** Signature of Reporting Person Date

Madison Dearborn Partners IV, L.P. by: Madison Dearborn Partners, L.L.C., its: General Partner by: /s/ David G. Gadda, Attorney-in-Fact 3/1/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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