- Statement of Changes in Beneficial Ownership (4)
March 02 2011 - 8:36PM
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
Expires:
February 28, 2011
Estimated average burden
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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
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1. Name and Address of Reporting Person
*
TOELDTE ALEXANDER
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2. Issuer Name
and
Ticker or Trading Symbol
BOISE INC.
[
BZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Director, President & CEO
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(Last)
(First)
(Middle)
BOISE INC., 1111 WEST JEFFERSON STREET, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2011
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(Street)
BOISE, ID 83702-5388
(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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Common Stock
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2/28/2011
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F
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42554
(1)
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D
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$8.98
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1807585
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D
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Common Stock
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3/1/2011
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D
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686600
(2)
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D
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$0
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1120985
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D
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Common Stock
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40000
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I
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Held by the Toeldte Family Revocable Trust
(3)
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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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Explanation of Responses:
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(
1)
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On May 2, 2008, Mr. Toeldte was awarded 975,100 shares of restricted stock under the Boise Inc. Incentive and Performance Plan. A portion of this 2008 award was service-condition vesting (288,500 shares) and the remaining portion was market-condition vesting (686,600 shares). The first 1/3 of the service-condition vesting restricted stock vested on March 2, 2009, and Mr. Toeldte paid the withholding tax on those shares. The second 1/3 vested on March 1, 2010, and Mr. Toeldte paid the withholding tax on those shares. The final 1/3 vested on February 28, 2011, and Mr. Toeldte elected to have shares withheld to satisfy his tax withholding obligations. Pursuant to Mr. Toeldte's Restricted Stock Award Agreement, the company paid cash for the fractional shares.
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(
2)
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The market-condition vesting portion of Mr. Toeldte's 2008 award (686,600 shares) would have vested as follows: 262,300 shares would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $10.00 on 20 of any consecutive 30 trading days; and 424,300 shares would have vested on February 28, 2011, if at some point before that date the company's stock price had closed at or above $12.50 on 20 of any consecutive 30 trading days. The company did not meet either of these stock price performance measures. Pursuant to Mr. Toeldte's Restricted Stock Award Agreement, these 686,600 shares of market-condition vesting restricted stock were forfeited on March 1, 2011.
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(
3)
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Mr. Toeldte and his wife, Nicole Lagace Toeldte, serve as the trustees of the Toeldte Family Revocable Trust.
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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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TOELDTE ALEXANDER
BOISE INC.
1111 WEST JEFFERSON STREET, SUITE 200
BOISE, ID 83702-5388
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X
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Director, President & CEO
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Signatures
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/s/ Alexander Toeldte
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3/2/2011
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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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